News & Analysis as of

Preliminary Injunctions Freeze-Out Mergers

Farrell Fritz, P.C.

How to Stop a Cash-Out Merger from Cancelling Your Shares

Farrell Fritz, P.C. on

The corporation of which you are a shareholder just sent you notice that it plans to merge with another corporation.  And although the other existing shareholders will have their shares exchanged for shares of the new...more

Farrell Fritz, P.C.

Court Enjoins Dilution of Brewing Company LLC Membership Interest

Farrell Fritz, P.C. on

Most folks associate beer with pleasure. Many craft brewers will tell you they went into business for that reason: to make themselves and others happy (and, oh yeah, make money). ...more

Farrell Fritz, P.C.

“Rank Pretext Will Not Do”: Court Enjoins Freeze-Out Merger With No Corporate Benefit

Farrell Fritz, P.C. on

I’ve represented clients on both sides of freeze-out mergers of privately owned business entities, so I’m very familiar with their uses, misuses, potential advantages, and potential disadvantages to both freeze-ors and...more

Patterson Belknap Webb & Tyler LLP

LLC Operating Agreement Does Not Prevent Freeze-Out Merger

On October 24, 2016, Justice Charles E. Ramos of the New York Commercial Division denied a motion by minority members of a limited liability company (“LLC”) to enjoin a freeze-out merger that would cash out the minority...more

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