Private Equity VS Real Estate Transactions | #5 Setting Your Rent as Part of a PE Deal
Why is a 409A Valuation Important?
NGE On Demand: Profits Interests: Granting & Receiving with Patty Cain and Josh Klein
Goran Musinovic on Healthcare Real Estate Compliance
“Monetizing” the Value of Your Ownership in Your Practice: Critical Consideration #1 - Thought Leaders in Health Law Video Series
Life Sciences Quarterly: Tax Cuts and Jobs Act: Implications for Life Science Business
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
The Future of Patent Damages
On January 20, 2025, an executive order froze two new pieces of proposed employee stock ownership plan (ESOP) guidance announced in a notice of proposed rulemaking and originally set for publication in the Federal Register on...more
On January 16, the Department of Labor released long-awaited guidance on how to determine the value of employer stock in purchase and sale transactions involving an ESOP. Unfortunately for those in the ESOP community hoping...more
In a recent court ruling, the US Department of Labor (DOL) prevailed against corporate directors and shareholders for claims related to an Employee Stock Ownership Plan (ESOP) transaction. ...more
Manti Holdings, LLC, et al. v. Authentix Acquisition Co., Inc., No. 354, 2020 (Del. Sept. 13, 2021) - This decision arose out of the acquisition of Authentix Acquisition Company, Inc. and a subsequent appraisal proceeding...more
Federal interest rates were largely stable in August of 2021.The August applicable federal rate ("AFR") for use with a sale to a defective grantor trust, self-canceling installment note ("SCIN") or intra-family loan with a...more
California Corporations Code Section 409(e) imposes a duty on the board of directors to determine "the fair value to the corporation in monetary terms of any consideration other than money for which shares are issued". Does a...more
Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more
One of the philosophies of the world-famous Palm restaurant is to treat guests like family. That philosophy may need to be re-examined in light of a recent decision by the New York Supreme Court in Ganzi v. Ganzi, a case...more
When three gentlemen in their mid-eighties, one of whom is in a nursing home with failing health and onset dementia, are the key players in a disputed shareholder buy-out transaction, what are the odds they’ll all be around...more
Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more
ACP Master Ltd. v. Sprint Corporation, C.A. 8508-VCL (July 21, 2017, corrected Aug. 8, 2017) - This another, albeit rare, decision that demonstrates there is real risk in petitioning for appraisal. The Court found that the...more
Although one of the many duties and responsibilities of an executor is to marshal and appraise estate assets, and, depending upon the dispositive terms of the governing instrument, liquidate them for purposes of distribution,...more
In Estate of Sloan, a wife died leaving her home, and her husband was the executor of her estate. No. 02-15-00198-CV, 2016 Tex. App. LEXIS 6465 (Tex. App.—Fort Worth June 16, 2016, no pet. history). The wife’s will left all...more
Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in...more
In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more
On June 17, the Attorneys for Family Held Enterprises (AFHE) held a midyear conference in New York City. The agenda began with an interactive presentation titled "Understanding Conflicts of Interest and Current Events in the...more