Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Investment Management Update – Exit Strategies
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
How often do hopeful beneficiaries of a last will and testament expect to receive what they think will be a valuable bequest of a business interest, only to find their joy turn to despair when they discover the bequest...more
Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of...more
It is typical to have provisions in the governing documents for your company which contemplate the death and buyout of the owners. Most often, those buyout obligations are funded by the purchase of a life insurance policy on...more
In 2022, The LLC Jungle covered the opinion Friend of Camden, Inc. v. Brandt in a post titled LLC Dissolution Vote Defeats Statutory Buyout. In the Friend of Camden case, the Court of Appeal held that an LLC membership vote...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
You may have heard or even read about the U.S. Supreme Court’s recent decision regarding the date of death value of a deceased shareholder’s shares in a closely held corporation that owned a life insurance policy on the...more
Cutting ties with business partners is a delicate and often complex process. Whether driven by irreconcilable differences, strategic shifts, or personal reasons, disengaging from business partners requires careful...more
Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions...more
On June 6, 2024, the United States Supreme Court issued its decision in in Connelly, As Executor of the Estate of Connelly v. United States, (602 US ________). The decision involves the application of the federal estate tax...more
As central banks continue their campaign to cool inflation, interest rates remain at elevated levels not seen in well over a decade. For companies, this makes funding growth initiatives and refinancing existing debt much more...more
What do private equity and growth capital investors look for when adding new companies to their portfolio, and what strategies do they apply to help those companies optimize capital? Procopio Partner and Mergers &...more
In a time when exit strategies have pivoted, and options might be more limited, it is no surprise that secondary buyouts have rebounded. According to recent coverage from PitchBook, secondary buyouts are making up a larger...more
Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions. Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business...more
On March 6, the Federal Trade Commission (“FTC”), the Department of Justice’s Antitrust Division (“DOJ”), and the Department of Health and Human Services (“HHS”) (the “Agencies”) announced that they were “launching a...more
“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence . . .” says the late business valuation expert and author Shannon Pratt. So...more
Buyout firms have recently used a range of reset tools to incentivise management, requiring careful navigation of legal, tax, and regulatory issues. As buyout firms navigate current pressures on portfolio company...more
On January 24, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery awarded a stockholder plaintiff class more than $18 million, finding that the acquisition of the “Hometown” division of Sears Hometown...more
In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more
European leveraged finance in 2023 was saddled with the negative effects of elevated interest rates. But as the market adjusts to the “new normal”, rate and price stability offer hope for a brighter 2024. -Rising interest...more
In matters of corporate divorce, deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in...more
This time of year, the topic of coaching contract buyouts tends to bring a certain level of angst. This is no surprise, of course, as it often comes with a considerable price tag and an attendant level of press coverage...more
The value of private equity (PE) deals in the healthcare sector has grown from <$2B in 2001 to $151 billion in deals in 2021. Barring government intervention, PE in healthcare is here to stay....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
A business deal didn’t go as planned and one side wants out. All parties now need to determine how to buyout the disgruntled partner. How exactly is a franchise buyout price determined? Well, it matters whether the buyout...more
It’s unlikely the extended Evenstad family, former owners and heirs of the Upsher-Smith company, will be celebrating Thanksgiving together this year. After all, the last time the family got together was likely for the 16-day...more