Michael Zdeb

Michael Zdeb

Holland & Knight LLP

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Latest Publications


Dissenter Rights Create Trend of Investors Driving Higher Prices and Gaining Interest

Two recent high-profile shareholder rights cases in the Delaware Chancery Court have received a lot of attention due to the money that is at stake and the individuals in the disputes. These two cases, along with several other...more

4/4/2014 - Dissenters Rights Hedge Funds Privately Held Corporations Shareholder Rights

Shareholder Issues Arise When Full Enterprise Value Fails to Be Assessed

In dissenters' rights actions, shareholder oppression and member disputes as well as in breach of fiduciary duty cases, the fair value of a company becomes center stage for debate. As shareholders and companies keep an eye...more

12/5/2013 - Buyouts Fair Market Value Publicly-Traded Companies Valuation

Family Battle Royale: Lessons Learned from the Rollins Trust Dispute Case

Rollins v. Rollins, a recent breach of trust and fiduciary duty case, addressed interesting issues at the appellate level regarding the dilemma that can ensue when two older family members are selected as trustees of a trust...more

11/4/2013 - Breach of Duty Estate Planning Fiduciary Duty Trusts

"Key Man Discount" Factors Critical in Fair Value Business Disputes

Family business disputes oftentimes uncover who is actually calling the shots and making a big difference in the profitability of a company. As described in previous Shareholder Rights blogs, the Wisniewski shareholder...more

10/22/2013 - Fair Market Value Family Businesses Family Members Valuation

The Power of Insurance Trusts to Maintain Family Business Assets and Sanity

Life insurance and irrevocable trusts are great tools to ease family business succession issues and mitigate exposure to shareholder oppression and disputes. Irrevocable life insurance trusts (ILIT), in particular, play an...more


Wisniewski Shareholder Rights Case Highlights Date of Value Considerations

In shareholder rights disputes that result in a judicial appraisal proceeding, the date of value is a critical topic. Business values can fluctuate during the course of attempting to resolve a dispute or during litigation....more


Recent Shareholder Oppression Case Uncovers Family Business Disputes

Wisniewski v. Walsh, an interesting unpublished decision by a New Jersey appellate court, involves more than 10 years of a family dispute over a business. The litigation covers a wide range of issues, including how siblings,...more

9/17/2013 - Family Businesses Family Members Oppression Remedy Shareholders

Friction in the Family Business: When Fiduciary Duties Become Compromised

Many people ask, "What duties are owed to a family member who has an interest in the business?" Before getting into this important topic, it is critical to understand the legal nuances of a particular jurisdiction. A wide...more

9/10/2013 - Breach of Duty Derivative Suit Family Businesses Family Members Fiduciary Duty

Trustees Holding Interests in the Family Business: Intersection of Shareholder and Member Rights and Fiduciary Duties

Trustees holding interests in family enterprises may have conflicting duties to the beneficiaries as well as unrelated shareholders and members of the business. ...more

9/5/2013 - Estate Planning Family Businesses Fiduciary Duty Shareholder Rights Trustees Trusts

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