A shareholder dispute spanning seven years of litigation in New York and Delaware came to an end last week with the latter state’s highest court’s refusal to rehear the case. This week’s New York Business Divorce highlights two of the many issues raised along the way: whether Delaware law recognizes a common-law claim for minority shareholder oppression, and the validity of a reverse stock split and cash-out of the minority shareholder that deprived her of standing to pursue derivative claims.
Continue Reading Business Divorce Case Reaches End of Long and Winding Road
Parsons
Delaware Case Provides Drafting Lesson for “Phantom” Income Provision in Buy-Out Agreement

A recent Delaware Chancery Court decision teaches an important lesson for drafters of buy-out agreements involving pass-through entities and taxes on “phantom” income allocated to a former owner. Learn more in this week’s New York Business Divorce.
Continue Reading Delaware Case Provides Drafting Lesson for “Phantom” Income Provision in Buy-Out Agreement
Recent Fair Value Cases in the Delaware Chancery Court

No one does “fair value” like the Delaware Court of Chancery. This week’s New York Business Divorce highlights three recent share appraisal decisions by that court, whose penetrating legal analysis of valuation issues leads the way for courts across the country.
…
Continue Reading Recent Fair Value Cases in the Delaware Chancery Court
Delaware Chancery Court Rulings Interpret Member Rights to Inspect LLC’s Books and Records

Actions by non-managing business owners to gain access to company books and records are often precursors to dissolution or other more momentous litigation. The Delaware Court of Chancery recently issued several decisions in books and records actions involving LLCs which may provide guidance in cases involving New York LLCs as well. Catch up with the developments in this week’s New York Business Divorce.
…
Continue Reading Delaware Chancery Court Rulings Interpret Member Rights to Inspect LLC’s Books and Records