A divided panel of the Appellate Division, First Department last week upheld the removal of an LLC member-manager by majority vote of the members, notwithstanding a provision in the operating agreement requiring all members to vote for the ousted manager in any election. Learn more in this week’s New York Business Divorce.
Continue Reading Divided Appeals Court Upholds Removal of LLC Member-Manager Contrary to Voting Agreement
First Department
Courts Differ on Application of Marketability Discount in Stock Valuation Proceedings
By Peter A. Mahler on
Posted in Valuation, Valuation Discounts
New York courts generally will apply a discount for lack of marketability in valuing the shares of closely held corporations in buyout proceedings triggered by judicial dissolution. Whether the discount applies only to goodwill, or to the entire enterprise value, may depend on which court you’re in. Find out more in this week’s New York Business Divorce.
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Continue Reading Courts Differ on Application of Marketability Discount in Stock Valuation Proceedings
Decision Lowers the Bar for Former Partner’s Claims of Fraudulent Buyout
By Peter A. Mahler on
An important appellate decision issued last week, sustaining a complaint alleging concealment of financial projections impacting on share price, demands the attention of business owners and their counsel considering the buyout of a minority partner. Read about it in this week’s New York Business Divorce.
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Continue Reading Decision Lowers the Bar for Former Partner’s Claims of Fraudulent Buyout
Court Refuses to Apply Marketability and Minority Discounts in Valuing Deceased Partner’s Interest
Is there a difference in determining the “value” of a partnership interest under Partnership Law Section 73 and the “fair value” of a stock interest under the Business Corporation Law? This week’s New York Business Divorce looks at a recent New York appellate decision that answers the question in a dispute over application of discounts for lack of control and lack of marketability.
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Continue Reading Court Refuses to Apply Marketability and Minority Discounts in Valuing Deceased Partner’s Interest
Appellate Court Enforces Stock Buyback Triggered by Dissolution Petition
By Peter A. Mahler on
Danger lurks for the dissolution petitioner and attorney who beforehand don’t thoroughly analyze whether the mere filing of a petition may trigger rights of first refusal in the shareholders’ agreement. This week’s New York Business Divorce highlights a recent appellate decision where the unwary petitioner fell into the self-made trap.
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Continue Reading Appellate Court Enforces Stock Buyback Triggered by Dissolution Petition