When valuing an owner’s interest in a closely-held company, the calculation and applicability of a discount for lack of marketability is among the most fertile grounds for sharp disagreement. One open question: should the DLOM account for any contractual restrictions
This week’s New York Business Divorce revisits a recurrent fact pattern featured in a recent Florida case involving a conflict between provision in a partnership agreement restricting transfer upon death and the deceased partner’s testamentary devise of the partnership interest.
New York appellate precedent uniformly holds that New York courts lack subject matter jurisdiction in dissolution cases involving foreign business entities. So what’s a business divorce lawyer to do when the client seeking dissolution of a foreign business entity presents
In a decision of apparent first impression last month, Justice Nancy Bannon of the Manhattan Supreme Court issued an injunction against the holding of a corporate election under BCL § 619. Minority shareholders facing an anticipated election called by a
A hot topic of late, the viability in New York of common-law dissolution of limited liability companies is cast into doubt by a new decision, the third in a series from Brooklyn Commercial Division Justice Leon Ruchelsman. Read about it,
In a decision handed down last week, an upstate appellate panel upheld a partnership dissolution complaint not only seeking to enforce an oral partnership agreement for a business that operates an apple tree farm, but also claiming as partnership property
It turns out marijuana entrepreneurships are just as susceptible to co-ownership disputes as traditional business ventures. In this week’s New York Business Divorce, we address a familiar subject – oral partnership agreements – in an exciting new context – the
This week’s New York Business Divorce features a pair of noteworthy appellate decisions by the Second Circuit U.S. Court of Appeals and the Appellate Division, First Department, involving unsuccessful suits by non-managing members against managing members of realty holding LLCs.
In this week’s New York Business Divorce, companion appellate decisions issued last week in the long running Kassab v Kasab litigation emphasize the fundamental legal differences between corporate and LLC dissolution, with allegations of majority “oppression” sufficient to grant dissolution
Iowa was one of the earliest of the 22 states that by now have adopted the Revised Uniform LLC Act (2006). Last month, Iowa’s Supreme Court handed down an important first-impression decision construing and applying RULLCA’s judicial dissolution provisions in