Last week’s decision by a Manhattan appellate panel in Barone v. Sowers reaffirms its holding two years ago in Doyle v. Icon, LLC that a minority member of an LLC cannot solely rely on allegations of oppression by the majority member to survive a pretrial motion for dismissal of a dissolution claim. Learn more in this week’s New York Business Divorce.
Continue Reading Oppression Claims Don’t Cut It in LLC Dissolution Cases

Pass-through tax entities including S corporations and LLCs can create personal tax liability on so-called phantom income, that is, undistributed net income allocated on Form K-1. A case recently decided by a Manhattan appeals court tells the tale of a selling shareholder’s costly failure to deal with the issue of phantom income in a stock buy-out agreement. This week’s New York Business Divorce has the story.
Continue Reading Stock Redemption Agreement Forecloses Seller’s Suit for Tax Liability on Phantom Income

The discount for lack of marketability is a fixture in New York fair value jurisprudence as a result of almost 30 years of case law starting with Matter of Blake. Some prominent voices in the business valuation field are challenging the doctrine as wrong in theory and bereft of empirical support. Learn more in this week’s New York Business Divorce.

Continue Reading The Marketability Discount in Fair Value Proceedings: An Emperor Without Clothes?