Are you in business with, or advising a business with, a disruptive minority partner, shareholder, or member? What can you do about it? In this week’s New York Business Divorce we consider one option – the “cash-out” or “freeze-out” merger.
Continue Reading The Cash-Out Merger Solution to the Problem Minority Owner
Do majority shareholders of a close corporation owe a fiduciary duty to a minority shareholder to make accurate financial disclosures to enable fair valuation of the latter’s shares for purposes of a voluntary buy-out? Find out in this week’s New York Business Divorce.
Continue Reading Blurring the Lines Between Oppression, Duty of Disclosure, and Fiduciary Breach
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
None too surprisingly, last week the Delaware Supreme Court in Blaustein v. Lord Baltimore Capital Corp. affirmed a Court of Chancery decision dismissing the contention that directors of closely held Delaware corporations have a common-law fiduciary duty to redeem the stock of a minority shareholder. Read more in this week’s New York Business Divorce.
Continue Reading Delaware Supreme Court: No Duty to Buy Out Minority Stockholder
For a variety of reasons, many closely-held corporations in New York and elsewhere choose to incorporate in Delaware. A Delaware Chancery Court decision last week, in Blaustein v. Lord Baltimore Capital Corp., serves as a good reminder of the perils of Delaware incorporation to minority shareholders. Learn more in this week’s New York Business Divorce.
Continue Reading Who Wants to Be a Minority Shareholder of a Delaware Closely-Held Corporation?