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Buyouts Business Litigation Business Divorce

Farrell Fritz, P.C.

And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To . . .

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“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence . . .” says the late business valuation expert and author Shannon Pratt.  So...more

Farrell Fritz, P.C.

When Is It Too Late to Sue for Shareholder Oppression?

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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

Farrell Fritz, P.C.

The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond

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Nine months ago, we wrote about a 20% shareholder, Alvin Clayton Fernandes, whose bare bones petition Manhattan Supreme Court Justice Frank P. Nervo found stated sufficient grounds to judicially dissolve a seemingly...more

Farrell Fritz, P.C.

Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies

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This blog frequently covers cases considering a shareholder’s request to dissolve a corporation under New York’s oppression-based corporate dissolution statute, BCL 1104-a.  That statute allows a shareholder to petition for...more

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2020

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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

Farrell Fritz, P.C.

Post-Valuation Date Distributions: Should They Be Credited Against Fair Value Awards?

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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

Farrell Fritz, P.C.

Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare

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The nationwide landscape of statutes and case law governing judicial dissolution of limited liability companies exhibits more state-to-state similarity than dissimilarity....more

Farrell Fritz, P.C.

Corporate Frankenstein “Partnership to Form a Corporation” Lives Another Day

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Lawyers are famous for arguing seemingly inconsistent positions at the same time. We practitioners lovingly refer to the technique as “arguing in the alternative.” The famous Texas trial lawyer, Richard “Racehorse” Haynes,...more

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2017

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I’m delighted to present my 10th annual list of this past year’s ten most significant business divorce cases. This year’s list includes seven noteworthy appellate decisions, two of which — Mace v Tunick and Shapiro v...more

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