Recently, my partner Peter Sluka wrote about two Kings County Supreme Court decisions testing the procedural boundaries of shareholder-oppression claims under BCL § 1104-a. One of the lessons from those cases is that procedure can shape the outcome of a case as much as the merits.
Today’s case highlights that point: Matter of Rizzotto v
Hoping to derive standing to sue from an LLC membership interest assignment? This week’s New York Business Divorce is another reminder that assignment of a membership interest does not convey actual membership status, with all the coveted legal rights flowing therefrom, unless the operating agreement grants the assignor such power, and, then, only where the assignor and assignee comply with all the conditions of the contract for admission of a new member. Anything less can result in total litigation defeat.
Continue Reading Mere Assignment of an LLC Membership Interest Does Not Make You a Member
Should the fair value award in a judicial dissolution proceeding, following the respondent’s election to purchase and an appraisal proceeding, be reduced by post-valuation date shareholder distributions? Find out in this week’s New York Business Divorce.
Continue Reading Post-Valuation Date Distributions: Should They Be Credited Against Fair Value Awards?
An appellate ruling last week in a dispute between a putative 50% LLC member and the other party claiming to be the sole member raises the issue whether a written operating agreement, to be enforceable, requires signatures. Read more in this week’s New York Business Divorce.
Continue Reading If LLC Agreement Must Be in Writing, Must it Be Signed?
An important decision last week by the Appellate Division, First Department, in Giaimo v. Vitale directed the application of stock valuation discounts for lack of marketability and built-in gains taxes in a case involving closely held, subchapter C real estate holding corporations. It’s must reading for business appraisers and business divorce lawyers, in this week’s New York Business Divorce.
Continue Reading Appellate Court Directs 16% Marketability Discount in Fair Value Buy-Out of Realty Companies, Affirms Discount for Future Built-In Gains Tax at Present Value
In the second of two posts on the recent post-trial decision in Chiu v. Chiu, involving the disputed ownership of a single-asset real estate holding company, this week’s New York Business Divorce focuses on the court’s rejection of a discount for lack of marketability in determining the fair value of the withdrawing member’s 10% interest.
Continue Reading Court Rejects Marketability Discount in LLC Fair Value Case
This week’s New York Business Divorce presents an informative interview on the topic of business divorce litigation with the Honorable Justice Ira B. Warshawsky, who recently retired after 25 years on the bench. You won’t want to miss it.
Continue Reading The Judicial Perspective on Business Divorce Litigation: Interview with Hon. Ira B. Warshawsky
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
The Appellate Division, Second Department last week affirmed the key rulings by Justice Ira Warshawsky in the Murphy v. U.S. Dredging valuation case, including his application of a marketability discount to entire enterprise value rather than limiting it to good will. Learn more in this week’s New York Business Divorce.
Continue Reading Ruling on Valuation Discounts for Marketability, Built-In Gains Tax Ends Rift Among New York Appellate Courts