Episode 013: Interview with Justice Carolyn E. Demarest (Ret.) on Business Divorce Litigation
Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom
This article is the first in a series on common issues of critical importance to sellers in private company M&A- An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a...more
It is important to understand the step doctrine and how it applies to IRS audits and state tax investigations, including California tax audits. The "step doctrine" is a concept not directly found in federal or California...more
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
Divorce is a deeply personal and emotional process that can have significant implications for your business and financial stability. When business ownership is involved, navigating divorce proceedings becomes increasingly...more
Minnesota has a unique statute that allows minority shareholders in a closely held corporation to initiate an action for a buy-out of their interests. Minn. Stat. § 302A.751, subdivision 2. Under the Minnesota Business...more
A successful party to a buy-out order made in the course of unfair prejudice proceedings can find themselves in a difficult position, at the hands of an uncooperative respondent. Commonly, the Court will try liability and...more
This article addresses the legal and practical issues for lenders on leveraged buy-outs in relation to taking security over warranty and indemnity insurance policies. This article first appeared in the March issue...more
In a recent matter before the Arnhem-Leeuwarden Appellate Court, an employer in the Netherlands attempted to hold a former employee to his non-compete clause. After the employee had terminated his employment contract, the...more
Recent Indiana legislative sessions have limited the ability of health care entities to enter non-compete agreements with physicians, and the impact of that legislation is starting to be seen. By way of background, prior...more
Adverse tax issues can arise for physicians and other professional practice groups interested in issuing equity to attract and retain junior physicians. If equity is issued at below fair market value, the new equity owner...more
Driscoll and King were partners in a venture operating a restaurant. Their relationship soured, and so as not to sour matters for their customers, they sought to separate amicably. The deal was to be that King would buy out...more
Blessedly, this is not a frequent event. And as law has migrated from handwritten to typewritten to telecopied and emailed agreements one might think this kind of dispute would be headed to the dungeons of history. But...more
Statutory fair value appraisal proceedings in New York come in two flavors. First, there’s the buy-out appraisal under Business Corporation Law § 1118 triggered by a minority shareholder’s petition for judicial dissolution....more
Let’s see how good you are at predicting the outcome and its rationale in a recently decided case involving the following facts: The controller of a Delaware LLC has supermajority voting rights under the initial LLC...more
PE deal teams can increasingly access direct lending for large, cross-border buyouts but regulatory and structuring challenges across jurisdictions remain. Direct lending has long been a feature of the debt market, and...more
As part of our ongoing partnership agreement series, in this article, we discuss how accounting firms can address retirement in firm partnership agreements. Note: References to “partnership agreements” in this article...more
Pension consolidators are emerging as an effective solution to manage defined benefit pension plan risk. As inflation soars and market uncertainty creates additional volatility for UK defined benefit pension (DB) plans,...more
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
With tightening labor markets and the increasing mobility of healthcare workers, including physicians, now is a good time to revisit non-compete agreements to ensure they are enforceable. Texas courts will generally enforce...more
The heyday of common-law dissolution — if it ever had one — is long past, largely displaced by a statutory dissolution remedy for oppressed minority shareholders paired with an elective buy-out option for the respondent...more
Historically, a majority of states have allowed employers to use restrictive covenants with physicians—and only a handful of states (among them: Delaware, Massachusetts, and Rhode island) have prohibited that practice in...more
In the context of an unfair prejudice claim, the Privy Council recently overturned the decision of the Eastern Caribbean Court of Appeal and restored the decision of Leon J. of the Commercial Court of the British Virgin...more
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
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