Spectacle of Appraisal: This week’s post highlights a Manhattan Eyeglass Store’s valuation quandary and the appraisal lessons we can learn from it.
Continue Reading Clash of Valuation Visions: Appraisal Proceeding Over Manhattan Eyeglass Shop Goes the Distance
In this week’s New York Business Divorce, read about several strands of case law employing different language to express the same concept: a closely-held business interest transfer restriction or buy-sell agreement that would impose a “forfeiture,” cause the interest to become “void,” result in “annihilation of property,” or “bestow a windfall” upon a co-owner, is unenforceable as against public policy.
Continue Reading Stock Transfer Restrictions and “Annihilation of Property”
“Rank pretext will not do.” With those words, a Manhattan judge preliminarily enjoined a freeze-out merger in the absence of credible evidence that the merger advanced a general corporate purpose. Get the full story in this week’s New York Business Divorce.
Continue Reading “Rank Pretext Will Not Do”: Court Enjoins Freeze-Out Merger With No Corporate Benefit
In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
Is there such a thing as a contractually-infused, common-law fiduciary duty that can override an LLC manager’s “sole and absolute discretion”? Decide for yourself when you read this week’s New York Business Divorce.
Continue Reading When an LLC Manager’s “Sole and Absolute Discretion” is Neither Sole Nor Absolute
In this week’s New York Business Divorce, we consider the important but rarely litigated question of whether an arbitrator has the power to extra-judicially dissolve a New York business entity.
Continue Reading Can an Arbitrator Order Extra-Judicial Dissolution?