Episode 24: Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Litigation developments: core M&A and corporate governance doctrines
PODCAST: Williams Mullen GovCon Perspectives - Why Was My SWaM Certification Denied, and What Can I Do?
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Squeeze Out
Throwing the baby out with the bath water is a pithy expression that suggests exercising caution when business partners in private companies are seeking to achieve a business divorce. The majority owner and the departing...more
In matters of corporate divorce, deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in...more
Potential client sits down with business divorce lawyer and says, “I’m a minority shareholder in XYZ Corp. I’ve been completely frozen out by the majority. Can you help me?” The lawyer says, “Absolutely. New York law gives...more
It may be a reflection of summer’s lazy days or a simmering frustration that has built up over time, but it is not uncommon for a majority owner or a minority investor in a private company to decide the time has come to...more
This episode features an interview with Professor Susan Pace Hamill, a leading authority and commentator on the origins and evolution of the limited liability company. We talk about her latest law review article entitled Some...more
The New York Court of Appeals’ 2012 opinion in Pappas v Tzolis, decided in the wake and spirit of that court’s rulings the year before in the Centro Empresarial v America Movil and Arfa v Zamir cases, raised the bar for...more
As we have noted in previous posts, it can become critical for the majority owner of a private company to remove a business partner who holds a minority ownership stake in the business and who is causing major dysfunction in...more
In my business divorce travels occasionally I encounter instances in which shareholder distributions are made in the period between the valuation date for an elective buyout of a minority shareholder who sued for dissolution...more
It’s that time of year again, when I offer some lighter fare for poolside consumption consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more
Unlike the LLC statutes in many other states, New York’s LLC Law does not authorize the LLC or any of its members to seek judicial expulsion of another member, no matter how egregious the member’s behavior. As the Appellate...more