A Brooklyn appellate panel last week provided more fodder for the DLOM debate that’s been in the legal news of late, upholding a 0% DLOM in a fair value appraisal of a membership interest in a real estate holding company. It’s featured in this week’s New York Business Divorce.
Continue Reading Appellate Court Upholds 0% Marketability Discount in LLC Fair Value Case

On the heels of the Zelouf and AriZona Iced Tea cases, this week’s New York Business Divorce highlights yet another interesting fair value contest, decided by Justice Carolyn Demarest, involving a battle of forensic accounting and valuation experts over the alleged skimming of millions in cash receipts at a restaurant.
Continue Reading Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution

This week’s New York Business Divorce presents the first of a two-part examination of Justice Shirley Kornreich’s must-read decision in Zelouf International v. Zelouf, a dissenting shareholder appraisal proceeding in which the court rejected application of a marketability discount.
Continue Reading Zelouf (Part One): Marketability Discount Rejected in Fair Value Proceeding

In Matter of Banani, decided last month by Justice Stephen Bucaria, the petitioner in a dissenting shareholder appraisal proceeding asked the court to accept as conclusive evidence of the company’s value the price received in a sale of substantially all the company’s assets. Find out if the court granted the request in this week’s New York Business Divorce.
Continue Reading Arms-Length Sale of Corporation’s Assets Establishes Value in Stock Appraisal Proceeding

Pastrami, corned beef, and valuation were on the menu in Ruggiero v. Ruggiero, decided last month by Justice Emily Pines in a case pitting the widow of one brother against the surviving brother in a contested buy-out of shares in a kosher deli business. This week’s New York Business Divorce highlights the court’s discussion of the conflicting expert business appraisals.
Continue Reading How Much is That Pastrami in the Window? Court Determines Fair Value of Kosher Deli

In New York, the common law right to judicial dissolution of a closely held corporation has existed for about 50 years, but there have few reported cases on the subject, which gives all the more reason to read this week’s New York Business Divorce highlighting an important decision earlier this month by Justice Alan Scheinkman in White v. Fee, denying a motion to dismiss a common law dissolution claim involving a family-owned business.

Continue Reading Court Upholds Complaint Seeking Common Law Dissolution of Family-Owned Business

When the company or majority shareholder elects to purchase a dissolution petitioner’s shares for fair value, how can the selling shareholder be sure the purchaser will be able to pay the eventual award? The statute offers relief in the form of a bonding requirement, as illustrated in a recent case decided by Nassau County Commercial Division Justice Stephen A. Bucaria. Get the story in this week’s New York Business Divorce.

Continue Reading Bonding a Fair Value Award: When Can the Court Require It?

This week’s New York Business Divorce examines a noteworthy decision by Manhattan Supreme Court Justice Marylin Diamond in Cole v. Macklowe, where she precluded the defendant’s valuation expert from testifying on the applicability of minority and marketability discounts in valuing the plaintiff’s equity interests in a series of single-asset real estate holding companies.

Continue Reading Court Rejects Minority and Marketability Discounts in Assessing Damages for Breach of Equity Participation Agreement

Business appraiser Mark Gottlieb recently interviewed me for a podcast on the subject of fair value in shareholder buyout proceedings. This week’s New York Business Divorce has a link to Mark’s website where you can listen to the interview.

Continue Reading Fair Value in Stock Valuation Proceedings: Podcast Interview of Peter Mahler by Business Appraiser Mark Gottlieb