News & Analysis as of

Appraisal Business Divorce

Farrell Fritz, P.C.

When It Talks Like a Member, Walks Like a Member, Acts Like a Member… But Isn’t a Member: First Impression Chancery Decision Rules...

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A solid succession strategy is a critical element of corporate planning, but one that is all too often sidelined until it is too late. Under the glow and excitement of starting and growing a business, who wants to talk about...more

Farrell Fritz, P.C.

Your Business Appraiser Relied on What!?  Lessons from a Mostly-Decided Motion to Preclude

Farrell Fritz, P.C. on

One of the best parts of being a business litigator is the frequent opportunity it affords to work with (and against) expert witnesses of all stripes. And perhaps because there are so many ways that a business divorce can...more

Farrell Fritz, P.C.

Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

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There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more

Farrell Fritz, P.C.

Challenges to Expert Appraisers in Valuation Proceedings

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Ask a trial lawyer what he or she would give to have an expert witness as effective as Mona Lisa Vito, the third-generation mechanic/out-of-work hairdresser whose testimony on positraction saved the day in Judge Chamberlain...more

Farrell Fritz, P.C.

Recent Stock Valuation Decisions Reign “Supreme”

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The fair value and fair market value appraisal standards applicable in contested buyout and dissenting shareholder valuations cut across state lines, which is one of the main reasons I occasionally highlight significant court...more

Farrell Fritz, P.C.

Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair?

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Valuation discounts can and often do play an outsized role in contested appraisal proceedings involving the valuation of equity interests in closely held business entities for which there is no public market....more

Patton Sullivan Brodehl LLP

Portrait of a Mangled Business Divorce

Business divorce can be messy, as reflected by many of the cases covered here at The LLC Jungle. Two issues that frequently arise during the dissolution of an LLC are: 1. the statutory buyout procedure, and 2. claims for...more

Farrell Fritz, P.C.

Fueling the DLOM Debate: Control Transfer Restrictions and the Discount for Lack of Marketability

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Of all the factors considered by business divorce lawyers and appraisers when valuing an owner’s interest in a closely-held company, the calculation and applicability of a discount for lack of marketability (“DLOM”) is among...more

Farrell Fritz, P.C.

Who Decides Disputed Valuation Under LLC Agreement’s Buy-Out Provision: Arbitrator or Appraiser?

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It’s not unusual to find buy-out provisions in shareholder and operating agreements that commit the pricing of the buy-out to the “final and binding” determination of one or more appraisers. The same agreements also may...more

Farrell Fritz, P.C.

Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End

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Gurney’s Inn is an iconic oceanside resort located in Montauk, New York, on the eastern tip of Long Island’s South Fork affectionately known as “The End.”...more

Farrell Fritz, P.C.

This Single-Appraiser Buy-Sell Agreement Was Asking for Trouble

Farrell Fritz, P.C. on

Was it “an unfortunate attempt to second-guess or even force a ‘do over’ of the appraisal,” as the one side would have it? Or was it a “rigged” and “corrupted” appraisal process that took place behind closed doors and...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.

How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist

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Over the years, we’ve written a lot about limited partnership, corporation, and LLC “fair value” appraisal proceedings....more

Farrell Fritz, P.C.

Disclosure of Estate Tax Stock Appraisals in Shareholder Disputes

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The discoverability of materials in civil litigation in general resists any hard and fast rules, other than that the scope of discovery is broadly defined and liberally applied under the rules of civil procedure in both state...more

Farrell Fritz, P.C.

Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 3

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This is the final installment of a three-part series about the basics of contested New York business appraisal proceedings. The first post addresses the various ways in which business owners can steer a dispute into an...more

Farrell Fritz, P.C.

Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest

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The dog days of August are upon us, a perfect time as I do each year to offer vacationing readers some lighter fare consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

Farrell Fritz, P.C.

Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender

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This is the first in what I hope will be a recurring feature of this podcast featuring war stories told by business divorce professionals. In this episode we hear stories from business appraiser Tony Cotrupe (Meliora...more

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