News & Analysis as of

Limited Liability Company (LLC) Fair Value Standard

Farrell Fritz, P.C.

Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

Farrell Fritz, P.C. on

There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more

Farrell Fritz, P.C.

LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement

Farrell Fritz, P.C. on

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

Patton Sullivan Brodehl LLP

Statutory LLC Buyouts — “Fair Value” vs. “Fair Market Value”

Under section 17707.03 of California’s Revised Uniform Limited Liability Company Act, when a member sues the other members for dissolution of the LLC, the other members can exercise a statutory buyout of the suing member’s...more

Farrell Fritz, P.C.

Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair?

Farrell Fritz, P.C. on

Valuation discounts can and often do play an outsized role in contested appraisal proceedings involving the valuation of equity interests in closely held business entities for which there is no public market....more

Farrell Fritz, P.C.

Summer Shorts: Business Divorce Cases From Across the Country

Farrell Fritz, P.C. on

Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more

Farrell Fritz, P.C.

The Farro Litigation: The Rest of the Story

Farrell Fritz, P.C. on

In last week’s New York Business Divorce, Peter Mahler wrote about an important new decision with far-reaching implications for New York LLC owners....more

Patton Sullivan Brodehl LLP

About That LLC Buyout….

Most LLC operating agreements contain a “buyout” provision allowing the LLC or its remaining members to buy the membership interest of a departing member.  Buyout provisions can be structured however the LLC members see fit. ...more

Farrell Fritz, P.C.

Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

Farrell Fritz, P.C. on

There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more

Farrell Fritz, P.C.

How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist

Farrell Fritz, P.C. on

Over the years, we’ve written a lot about limited partnership, corporation, and LLC “fair value” appraisal proceedings....more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Orders Venture Capital Firm To Increase Terminated LLC Member’s Payout In Post-Trial Opinion

On August 13, 2018, Vice Chancellor Travis Laster of the Delaware Court of Chancery ordered Domain Associates, LLC (“Plaintiffs,” “Domain,” or the “Firm”), a venture capital firm, to pay its former member, Nimesh Shah...more

Farrell Fritz, P.C.

Lessons From a Trio of Dysfunctional Buy-Sell Agreements

Farrell Fritz, P.C. on

Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2017

Farrell Fritz, P.C. on

I’m delighted to present my 10th annual list of this past year’s ten most significant business divorce cases. This year’s list includes seven noteworthy appellate decisions, two of which — Mace v Tunick and Shapiro v...more

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