Episode 013: Interview with Justice Carolyn E. Demarest (Ret.) on Business Divorce Litigation
Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom
Three weeks ago, I wrote about the Bak v Rostek case in Brooklyn Supreme Court addressing the duty to disclose third-party offers amidst buy-out negotiations between co-owners. ...more
In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely...more
A minority shareholder petitioning for dissolution under BCL § 1104-a must establish, by a preponderance of the evidence, that the majority shareholders have engaged in “illegal, fraudulent or oppressive actions,” (BCL §...more
The California Supreme Court has written that a "trust is a fiduciary relationship with respect to property in which the person holding legal title to the property--the trustee--has an equitable obligation to manage the...more
When three gentlemen in their mid-eighties, one of whom is in a nursing home with failing health and onset dementia, are the key players in a disputed shareholder buy-out transaction, what are the odds they’ll all be around...more
Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more
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
On Sept. 1, 2016, the U.S. District Court for the Northern District of Illinois issued its decision in the Antioch employee stock ownership plan (ESOP) fiduciary litigation. The court held that the Antioch Board of Directors...more
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more
Last month, in In re: Family Dollar Stores, Inc. Stockholder Litigation, a Delaware Chancery judge rejected the efforts of certain shareholders of Family Dollar Stores, Inc., to prevent Family Tree’s shareholders from voting...more
In three recent cases, the Texas Supreme Court has made it clear that for claims of "minority shareholder oppression" — essentially, acts of a majority shareholder group that are harmful to a minority shareholder without...more
A Seventh Circuit panel declined to apply ERISA’s three-year statute of limitations to bar fiduciary claims in a case arising out of a buy-out transaction involving an employee stock ownership plan. The court held that the...more