Peter Mahler

Peter Mahler

Farrell Fritz, P.C.

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Episode 9: Optimizing Value in a Marital Business Divorce: Interview with Ladd Hirsch [Audio]

A business divorce within a marital divorce presents challenges that tax the skills of even the most experienced business lawyers. Dallas attorney Ladd Hirsch, a litigation partner at Diamond McCarthy LLP, has developed a...more

3/21/2017 - Divorce Joint Ownership Marital Assets Transitional Arrangements

When Love and Business Fails

When a romantic affair evolves into a business relationship, the eventual falling out can be especially messy. Even more so if the former lovers try to keep the business going after the romance ends. That is a theme from a...more

3/20/2017 - Capital Investments Corporate Governance Established Business Relationship Fiduciary Duty Gifts Partnerships

Episode 10: The Marketability Discount Revisited: Interview with Greg Barber [Audio]

The marketability discount as applied in New York fair value proceedings remains a hot topic in business valuation and legal circles. In this episode, I interview business appraiser Greg Barber of Barber Analytics who...more

3/15/2017 - Appraisal Rights Business Valuations Buyouts Discounts Fair Market Value Majority Shareholders Minority Shareholders Selling a Business

Has New Jersey Gone Off Its DLOM Rocker?

Whenever I contemplate New York’s unusual case law on the discount for lack of marketability (DLOM) in statutory fair value buy-out proceedings, I cast my eyes westward, to the far banks of the Hudson River, and take comfort...more

3/13/2017 - Business Valuations Buy-Out Agreements Dissolution Fair Market Value Family Businesses Joint Ownership Shareholder Oppression

Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom  [Audio]

Mediation has grown in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration, including business divorce cases. This episode features an...more

3/8/2017 - Appraisal Business Valuations Buy-Out Agreements Divorce Fair Valuation Mediation

Mediating Business Valuation Disputes

Mediation continues to grow in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration. Mediation allows the parties to air their grievances...more

3/7/2017 - Business Litigation Business Valuations Buy-Out Agreements Co-Ownership Mediation Selling a Business

Business Appraisers Spar Over Tax Rates, Market Approach and Other Key Issues in Fair Value Buy-Out Case

As promised in the postscript to last week’s post about the appellate ruling in the Gould case, affirming Justice Platkin’s order granting the oppressed minority shareholder’s dissolution petition involving a pair...more

2/27/2017 - Buy-Out Agreements C-Corporation Construction Industry Fair Valuation Minority Shareholders Tax Rates Valuation

An Oppression How-To: Revoke Employment, Profit Sharing and Control

An earlier post on this blog, examining a post-trial decision in Matter of Digeser v Flach, 2015 NY Slip Op 51609(U) [Sup Ct Albany County Nov. 5, 2015], described the minority shareholder’s dissolution claim under Section...more

2/20/2017 - Corporate Dissolution Family Businesses Minority Shareholders Shareholder Litigation Shareholder Oppression Shareholders Succession Planning

Race to the Exit as Professional Practice Falters

Does a shareholder have a fiduciary duty not to exercise a contractual right under the shareholders’ agreement to resign and demand a buy-out of his shares by the financially distressed corporation, particularly when the...more

2/13/2017 - Binding Contractual Rules Buy-Out Agreements Fiduciary Duty Shareholders Summary Judgment

Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest

Welcome to another edition of Winter Case Notes in which I clear out my backlog of recent court decisions of interest to business divorce aficionados by way of brief synopses with links to the decisions for those who wish to...more

2/6/2017 - Corporate Dissolution De Facto Injury Limited Liability Company (LLC) Minority Shareholders Partnerships Preliminary Injunctions Real Estate Market Shareholders' Agreements

Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again

An appellate decision last week sounds alarm bells for minority members of New York LLCs that have no operating agreement and for anyone considering becoming a minority member of an LLC without first having in place an...more

1/30/2017 - Appeals Limited Liability Company (LLC) Operating Agreements

Operating Agreement Trumps Falsified Liquor License Application In Dispute Over LLC Membership

Oh, the things that can happen when the LLC members identified in the company’s operating agreement differ from those identified in official documents submitted to government agencies....more

1/24/2017 - Article III Business Ownership Limited Liability Company (LLC) Liquor Licences Operating Agreements Partnerships Standing

Court of Appeals to Decide Controversial Partnership Dissolution Case

In a controversial ruling last year in Congel v Malfitano, the Appellate Division, Second Department, affirmed and modified in part a post-trial judgment against a former 3.08% partner in a general partnership that owns an...more

1/16/2017 - American Rule Appeals Attorney's Fees Corporate Dissolution General Partnerships Partnerships Shopping Centers Valuation

Announcing Must-Have Treatise on Business Divorce Litigation

There’s little doubt in my mind that “business divorce” has achieved name recognition as a distinct subgenre of commercial litigation whose regular practitioners, by dint of experience dealing in and out of court with the...more

1/10/2017 - Appraisal Business Entities Business Valuations Choice-of-Law Closely Held Businesses Contract Terms Corporate Dissolution Dissolution Freeze-Out Mergers Internal Controls Jurisdiction Mergers Reverse Stock Splits

Limited Partners Take a Licking in Two Delaware Supreme Court Decisions

Notwithstanding the ascendency of the limited liability company, the Delaware limited partnership continues to serve as an important, tax-advantaged vehicle for certain capital-intensive ventures — especially in the energy...more

1/3/2017 - Acquisitions Corporate Counsel Covenant of Good Faith and Fair Dealing Damages DE Supreme Court Derivatives Energy Sector Limited Liability Company (LLC) Limited Liability Partnerships Master Limited Partnerships Mergers Pipelines Popular Safe Harbors

Top 10 Business Divorce Cases of 2016

I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more

12/27/2016 - Appeals Appraisal Books & Records Breach of Duty Corporate Dissolution Derivative Suit Enabling Laws Fiduciary Duty First Impression Foreign Business Partners Foreign Entities Jurisdiction Limited Liability Company (LLC) LLC Agreements Merger Agreements NJ Supreme Court Partnership Interests Popular Shareholder Rights Shareholders' Agreements Standing

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