Episode One: Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
Episode 21 | Where There's A Will, There's A Way
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood
Buy-Sell Agreements and Their Place in an Asset Protection Plan
Many restaurant disputes boil down to one question: “Who gets to decide?” Is it the chef? The money partner? The majority owner? The answer should be in your governance structure — not in the middle of a heated argument....more
An operating agreement (for an LLC) or shareholders’ agreement (for a corporation) is where you and your partners decide how the relationship really works. Without it, New York’s default rules step in — and those rules...more
As the year comes to a close and businesses prepare to wrap up 2025, there’s one critical task that should not be overlooked — a comprehensive legal check-up. Just as we schedule annual physicals to safeguard our personal...more
If you’re a dental practice owner considering a sale to a Dental Support Organization (DSO), you’re not alone. These transactions are becoming increasingly common—and increasingly complex. While the promise of liquidity,...more
Owning a restaurant with partners can be rewarding, but it also comes with challenges—especially when one partner wants to leave the business. A well-structured buyout agreement is essential to ensure a smooth transition and...more
In the high-pressure world of restaurant ownership, partnerships can be as delicate as they are rewarding. When business owners don’t plan for the unexpected—whether that’s a partner’s departure, illness, or...more
Dans le marché de l’immobilier commercial actuel, les parties ont de plus en plus besoin de souplesse quand vient le temps de procéder au transfert de leurs participations dans une coentreprise. Le fait d’avoir rédigé des...more
In the final quarter of the year, many private companies will accept new investments that accelerate their growth. But new investments are not guaranteed to create lasting relationships, and that may be the case when new...more
When a married couple enters into a divorce proceeding, they generally expect to end things in a final decree that fully divides all of their marital assets. But when they fully own or have a large interest in a closely held,...more
During Valentine’s Day month, we are taking a look at 50-50 owned private businesses. Forming a co-owned company may sound like a good idea on paper because the two partners are close friends or family members who are making...more
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be...more
Buy-sell agreements come in all shapes and sizes. Some are straightforward. Others are outrageously complex, especially purchase price formulas. Some have triggers for death. Others disability. Retirement. Expulsion....more
In a landmark decision, the U.S. Supreme Court’s decision in Connelly v. United States will require closely-held business owners to reconsider their current buy-sell arrangement in order to avoid additional federal estate...more
One need not peruse the pages of this blog for long to learn that its authors strongly advise against entering into an owners’ agreement that calls on the members to “annually” (or worse, “regularly”) update a critical aspect...more
If you are the owner of a business that does not have a buy-sell agreement in place, or you have not reviewed your buy-sell agreement recently, it may be time to sit down with your attorney. Buy-sell agreements can be complex...more
The term “Highest and Best” deal has been well-known in the bankruptcy field for many years. In a bankruptcy auction of a business or real property, the judges, trustees and creditors recognize that the better deal is not...more
The real estate joint venture (JV) is an investment vehicle that marries investment or development competence on one hand with capital on the other to invest in a real estate platform. The investment or development competence...more
The owners of a corporation may enter into shareholder agreements that address and resolve many disputes. For example, the Texas Supreme Court noted: “Shareholders of closely-held corporations may address and resolve such...more
Under both New York and Delaware law, members of an LLC may petition for judicial dissolution on the grounds that the management is so hopelessly deadlocked that the LLC can no longer function in accordance with its purpose...more
One of the more attractive features of LLCs as a business organization is that they are, in large part, creatures of contract. Most provisions in the NY LLC Law are default rules, and members are free to adopt those or...more
A recent decision from Bronx County Supreme Court Justice Llinet M. Rosado, Sebrow v Sebrow, 2020 NY Slip Op 20269 [Sup Ct, Bronx County Oct. 9, 2020], is a stark reminder to corporate shareholders, attorneys who plan their...more
As regular readers of the blog surely are aware, there are few provisions in an LLC or shareholders agreement more likely to be the focus of dispute than the buy-sell provision. Most times, these disputes expose a flaw in the...more
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
Two of my pet topics — dysfunctional buy-sell agreements and application of federal court abstention doctrine in private company disputes — intersect in a decision issued last month in Ray v Raj Bedi Revocable Trust, Case No....more
The private company marketplace has become increasingly attractive to investors as the number of opportunities for investment has vastly expanded. There are approximately 6 million companies in the US, but less than 1% are...more