forfeiture

Dollars, Donuts, and Buy-Sell Options

By Franklin C. McRoberts on July 15, 2024

Posted in Buyout, Compulsory Buyout, Expulsion and Removal

This week’s New York Business Divorce touches on familiar themes. A bitter father-son dispute. A disagreement over whether to sell or keep the business. An expulsion and compelled buyout. Throw in a fistfight, criminal charges, and an alleged extortion in exchange for reduced criminal charges, and you’ve got one heck of a sordid story. There’s even a legal lesson about the importance of strict compliance with closing deadlines in buy-sell option agreements.
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A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant

By Franklin C. McRoberts on November 27, 2023

Posted in Derivative Actions, Family-Owned Businesses

In this week’s New York Business Divorce, read about the potent convergence in a recent decision of two common-law fiduciary duty principles: the corporate opportunity and faithless servant doctrines.
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Stock Transfer Restrictions and “Annihilation of Property”

By Franklin C. McRoberts on December 12, 2022

Posted in Compulsory Buyout, Family-Owned Businesses, Stock Transfer Restrictions

In this week’s New York Business Divorce, read about several strands of case law employing different language to express the same concept: a closely-held business interest transfer restriction or buy-sell agreement that would impose a “forfeiture,” cause the interest to become “void,” result in “annihilation of property,” or “bestow a windfall” upon a co-owner, is unenforceable as against public policy.
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