The use of a commercial lease to rip off minority owners in a closely held business
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Succession Planning to Safeguard Your Law Firm’s Future: On Record PR
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll
Closely held businesses routinely use life insurance to fund buy-sell obligations when an owner dies. The logic is simple: the company or surviving owners need liquidity to effect redemptions or repurchases, and life...more
In the lifecycle of a closely held company—whether a limited liability company, a small corporation, or a joint-venture partnership—there are critical transitions that expose a business and its owners to considerable...more
In valuation disputes, the Discount for Lack of Marketability rarely behaves. Courts disagree about it, lawyers and experts litigate it to exhaustion, and business divorce cases often see seven-figure swings based on the...more
I love endurance sports, and I work out incessantly. But I don’t watch sports or know much about them. Before hanging out with a group other men, I ask my wife to give me a summary of which local sports teams have recently...more
Founding a business with a partner is similar to getting married in many ways; it is a long-term commitment with your financial future and livelihood at stake. Unfortunately, business partners often stop getting along at...more
If you’ve worked with the owners of closely held businesses for even just a few years, you have realized they are only half joking when they complain about having the government as a partner. Consider how much federal, state,...more
On 11/4/24, the Internal Revenue Service issued a warning to taxpayers regarding the dangers of engaging with promoters of fraudulent tax schemes that involve donating ownership interests in closely held businesses, often...more
Almost exactly one year ago, we wrote about the go-to line of New York case law for business divorce litigants hoping to secure injunctions: a substantial and ever growing body of authority holding that involuntary loss or...more
Recently, the U.S. Supreme Court ruled unanimously in Connelly v. United States, that the valuation of a decedent’s shares in a closely held corporation for federal estate tax purposes must include insurance proceeds received...more
Decisions, Decisions - The owners of a closely held U.S. business will have to make many difficult decisions during the life of the business. Among the earliest of these is the so-called choice of business entity, the...more
A key benefit to families with taxable estates may be about to go away. The Tax Reform Act of 2017 incorporated numerous tax reductions into U.S. law, with one significantly increasing the ability of taxable estate owners to...more
In the world of business divorce litigation, this summer saw everything but a slowdown. We witnessed (and blogged about) Justice Crane cap a long-running fair value proceeding with helpful guidance on appraisals and...more
On June 6, 2024, the Supreme Court held 9-to-0 in Connelly v. United States that company-owned life insurance increases the company’s fair market value for estate tax purposes, and the company’s obligation to redeem a...more
Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more
Last week, Sen. Warren reintroduced her “Ultra-Millionaires” wealth tax proposal to the Senate. Query her timing. The measure has the proverbial snowball’s chance in Hell of being enacted by this Congress.Perhaps the Senator...more
Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more
When a closely-held business is profitable, self-interested owners naturally want a bigger slice of the pie, especially where the personal relationships among the owners are frayed. Perhaps that’s why we often discuss the...more
Do New York’s Surrogate’s Courts have jurisdiction to compel an accounting related to a non-party limited liability company in which the decedent’s estate has only a minority interest? ...more
Thoughtful succession planning can pave the way for a smooth transition and a thriving future for a company and its stakeholders. Here are a few techniques that business owners should consider....more
Over its three-decade rise to the closely-held business entity of choice, the Limited Liability Company has won a special place in our hearts. The majority of disputes we litigate and blog about concern ownership of or...more
In Washington State, closely held companies are those in which the ownership is concentrated among a small number of shareholders. These companies may also be family-owned or held by a group of individuals who have a...more
One of the most difficult periods in the lifecycle of a closely-held company is the period following the death of an owner. Apart from having to fill whatever business responsibilities the deceased owner left behind, the...more
To avoid the manipulation of tax consequences to which transactions between certain related taxpayers may be susceptible, the IRS and the Courts generally require that such transactions be closely scrutinized to ensure that...more
Our federal courts by and large are not hospitable to business divorce litigation. The two mainstays of the federal courts’ limited subject matter jurisdiction — federal question and diversity of citizenship — typically are...more
The universe works in mysterious ways. Four days ago, when I sat down to write this article, my plan was to feature a decision from Manhattan Commercial Division Justice Andrea J. Masley denying dismissal of a closely-held...more