In this week’s New York Business Divorce – the second in a three-part series – learn about the legal rules and principles governing partnership, corporation, and limited liability company appraisal proceedings.
Continue Reading Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2

A 2-against-1 battle between sibling co-owners of a third-generation family business leads to an interesting decision by Justice Duane Hart concerning a disputed stock buyback, highlighted in this week’s New York Business Divorce.
Continue Reading Court Rejects Majority’s Gambit to Compel Buyback of Shares in Family-Owned Business

Appraisal experts provide critical testimony in valuation proceedings. Court rules govern pretrial expert disclosure. In this week’s New York Business Divorce, you can bone up on the disclosure requirements and read about cases in which the parties paid a price for failing to comply with disclosure requirements.
Continue Reading The High Price of Bungled Expert Disclosure in Valuation Cases

Derivative claims are frequently asserted in business divorce litigation. Within the last two months the Manhattan-based Appellate Division, First Department, issued three decisions addressing the demand futility requirement in derivative lawsuits involving Delaware and New York corporations, limited partnerships and LLCs. Get up to speed with this week’s New York Business Divorce.
Continue Reading Recent Appellate Rulings Address Demand Futility in Derivative Lawsuits

Business valuation junkies, rejoice! This week’s New York Business Divorce revisits the Giaimo case, a bitter family business dispute being litigated in Manhattan Supreme Court, following a decision last week by Justice Marcy Friedman concerning a fair value determination by Referee Louis Crespo of a stock interest in two real estate holding “C” corporations, in which the discounts for lack of marketability and for built-in gains taxes take center stage.

Continue Reading Court Rejects Marketability Discount, Applies “Murphy Discount” for Built-In Gains, in Determining Fair Value of Shares in Real Estate Holding Corporations

In this second installment of a two-part series, New York Business Divorce examines recent First Department decisions clarifying the standards for overcoming general releases given in the context of transactions with fiduciaries in closely held business entities, where the plaintiffs allege that the fiduciary fraudulently induced them to enter into the transaction. This week’s focus is on a case whose name should be familiar to regular readers of this blog, Arfa v. Zamir, 2010 NY Slip Op 06070 (1st Dept July 13, 2010).

Continue Reading Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 2

This week and next, New York Business Divorce examines two recent First Department decisions clarifying the standards for overcoming general releases given in the context of transactions with fiduciaries in closely held business entities, where the plaintiffs allege that the fiduciary fraudulently induced them to enter into the transaction. This week’s focus is on Centro Empresarial Cempresa S.A. v. America Movil S.A.B. de C.V., 2010 NY Slip Op 04719 (1st Dept June 3, 2010).

Continue Reading Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 1

The right of first refusal, commonly used to restrict stock transfers in closely held corporations, continues to live up to its reputation as one of the most reliable generators of employment for litigation attorneys in Giaimo v. EGA Associates Inc., in which the Appellate Division, First Department, recently reversed a lower court’s ruling denying summary judgment in a battle for corporate control between brother and sister. It’s in this week’s New York Business Divorce.

Continue Reading Court Invalidates Control-Shifting Stock Transfer Made in Violation of Corporation’s Right of First Refusal