Blogs

Posts Categorized: Business Divorce

Posted: February 10, 2015

Client Q&A: I’m a shareholder in a small company and the other shareholders are not being fair to me. What can I do?

I’m a shareholder in a small company and the other shareholders are not being fair to me. What can I do? By Bradley J. Nash Introduction It is a familiar scenario: Three friends start a small business, each contributing capital and/or sweat equity to get the enterprise off the ground. They organize themselves as a... Read more »

Posted: February 2, 2015

Shareholders’ Management of Close Corporation Not Enjoined Because it Elected to Purchase Other Shareholder’s Shares

On January 14, 2015, Justice Platkin of the Albany County Commercial Division issued a decision in O’Connor v. Coccadotts, Inc., 2015 NY Slip Op. 25013, denying a motion for a preliminary injunction under BCL § 1115, in a judicial dissolution proceeding, where the majority shareholders had elected under BCL § 1118 to purchase the petitioner’s... Read more »

Posted: January 26, 2015

Court Denies Motion to Amend Petition for Judicial Dissolution of Corporation to Add Allegations to Post-Commencement Wrongdoing

On January 16, 2015, Justice Platkin of the Albany County Commercial Division issued a decision in Matter of Digeser v. Flach, 2015 NY Slip Op 50041(U), ruling that a petitioner seeking judicial dissolution of a corporation could not amend the petition to add allegations of post-commencement wrongdoing, while preserving the original valuation date for purposes... Read more »

Posted: December 25, 2014

Court Provides Detailed Reasoning Behind Refusal to Allow a Discount for Lack of Marketability

On December 22, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in Zelouf International Corp. v. Zelouf, 2014 NY Slip Op. 24405, discussing the issue of discounts for lack of marketability in valuation proceedings. In Zelouf International Corp., the court granted reargument on a prior decision relating to a business... Read more »

Posted: November 26, 2014

Court Not Required to Apply Entire Fairness Standard to Going Private Transaction

On November 20, 2014, the First Department issued a decision in Matter of Kenneth Cole Products, Inc., 2014 NY Slip Op. 08105, holding that a going private transaction was subject only to business judgment rule. In Matter of Kenneth Cole Products, the plaintiff challenged a transaction by which a public corporation went private. The First... Read more »

Posted: November 11, 2014

LLC Law § 407(a) Permits Freeze-Out Mergers to be Approved on Written Consent

On October 30, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in Slayton v. Highline Stages, LLC, 2014 NY Slip Op. 24333, granting a partial motion to dismiss. In the underlying special proceeding, the petitioner was (upon this decision) a 13.33% member of Highline Stages, LLC, a New York LLC. In... Read more »

Posted: October 15, 2014

Action for Corporate Waste Cannot be Brought Against the Former Sole Owner of a Company

On October 14, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Koryeo Intl. Corp. v. Kyung Ja Hong, 2014 NY Slip Op. 51495(U), dismissing an action for corporate waste and breach of contract. The plaintiff, Steve Hong, who brought the action on his own behalf, and directly on behalf of... Read more »

Posted: October 9, 2014

When Valuing a Minority Interest, Discount for Lack of Marketability Need not be Applied if no Real Likelihood the Company will be Sold in the Future

On October 6, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in Zelouf Intl. Corp. v. Zelouf, 2014 NY Slip Op. 51462(U), deciding how a closely-held corporation should be valued. In Zelouf Intl. Corp., after a drawn-out dispute over the rights of a 25% shareholder in a closely-held family textile... Read more »