This post features Part 2 of a recent two-part program to be later aired on New York City public access cable in which I was interviewed by Sandra Schulte on an array of topics in the business divorce universe. Sandra has...more
With apologies to the pseudonymous children’s book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC’s operating agreement that temporarily ran out of steam in the lower court, only to...more
2/3/2025
/ Appellate Courts ,
Business Litigation ,
Business Ownership ,
Buy-Sell Agreements ,
Buyouts ,
Declaratory Judgments ,
Family Businesses ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Shareholders ,
Summary Judgment
The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more
9/23/2024
/ Business Disputes ,
Business Divorce ,
Business Litigation ,
Buy-Sell Agreements ,
Dissolution ,
Family Businesses ,
Limited Liability Company (LLC) ,
Ownership Interest ,
Partnership Agreements ,
Partnerships ,
Spouses
This episode features an interview with Paul Hood, an experienced estate planner, leading expert on the design and drafting of buy-sell agreements, and author of a newly published book, “Buy-Sell Agreements: The Last Will and...more
I’m very pleased to present my 13th annual list of the past year’s ten most significant business divorce cases.
This year’s list includes important appellate and trial court decisions in New York and Delaware on a...more
When the management of a closely held business is controlled equally by two owners, it’s wise both to anticipate possible deadlock over major decisions and to provide in the constitutive documents a deadlock breaking...more
As regular readers of the blog surely are aware, there are few provisions in an LLC or shareholders agreement more likely to be the focus of dispute than the buy-sell provision. Most times, these disputes expose a flaw in the...more
Was it “an unfortunate attempt to second-guess or even force a ‘do over’ of the appraisal,” as the one side would have it? Or was it a “rigged” and “corrupted” appraisal process that took place behind closed doors and...more
Two of my pet topics — dysfunctional buy-sell agreements and application of federal court abstention doctrine in private company disputes — intersect in a decision issued last month in Ray v Raj Bedi Revocable Trust, Case No....more
Before we get to the case: A fixed price buy-sell agreement is one in which co-owners of a business select a specific dollar amount, expressed either as enterprise or per-share value, for calculation of the future buyout...more
Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more
7/2/2018
/ AL Supreme Court ,
Asset Valuations ,
Business Divorce ,
Buy-Sell Agreements ,
Buyouts ,
Contract Terms ,
Fair Value Standard ,
Limited Liability Company (LLC) ,
Membership Interest ,
Operating Agreements ,
Shareholders
We call it deadlock dissolution when a 50% shareholder of a close corporation, who claims to be at an impasse with the other 50% shareholder, asks the court to dissolve and liquidate the corporation....more
At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who...more