Member Buy-outs

BUY-SELLS

The post under the link below contains a brief but good discussion of buy-sells.  It applies equally to LLC and corporate buy-sells. Here’s the link: http://www.lexology.com/library/detail.aspx?g=0d4fbc77-178b-405b-bf4b-05496125664c&utm_source=lexology+daily+newsfeed&utm_medium=html+email+-+body+-+general+section&utm_campaign=lexology+subscriber+daily+feed&utm_content=lexology+daily+newsfeed+2016-09-30&utm_term=

NEW DELAWARE CASE ABOUT VALUING COMPANIES

In drafting buy-out provisions in LLC operating agreements and in assisting LLC clients in sales of membership rights post-formation, LLC lawyers need a solid theoretical knowledge of the art and science of business valuation.  The post under the link below link provides a brief but useful introduction to DFC Global Corp., a decision by the […]

THE ROMANOFF CASE–A NY VALUATION CASE IN WHICH THE VALUATION OF GOODWILL IS KEY

In the discussion of goodwill valuation under the link below, Peter Mahler provides an excellent discussion of goodwill valuation that is central of the above case.  The case is a NY case, but the doctrine on which it is based applies also in many other jurisdictions. Here is the link: http://www.nybusinessdivorce.com/2016/06/articles/limited-liability-partnerships/avoid-bad-blood-goodwill-professional-partnership-valuations/

PETER MAHLER/CHRIS MERCER PODCAST ABOUT VALUATION DISCOUNTS

For those of you who are interested in understanding marketability discounts in depth, here is the link to the above podcast: http://www.nybusinessdivorce.com/2016/06/articles/valuation-discounts/chris-mercer-marketability-discount-part-2-podcast-interview/

MINORITY DISCOUNTS

LLC lawyers often have to advise their clients about minority discounts of the value of their membership rights when these lawyers are forming LLCs for their clients and negotiating the terms of their operating agreements; when they are negotiating member buy-outs; and on many other occasions when disputes about discounts arise among the members.  The […]

NEW PODCAST ABOUT BUSINESS VALUATION MARKETABILITY DISCOUNTS

In drafting operating agreements and in other situations, LLC formation lawyers need at least a basic understanding of how to value businesses and about the importance of marketability discounts and other discounts in these valuations.  In his excellent blog entitled “New York Business Divorce,” Peter Mahler has recently begun to provide  podcast interviews concerning that […]

DISCOUNT FOR MARKETABILITY

For an account of the origin of the theory underlying discounts for marketability under New York law that is both sophisticated and, believe it or not, charming, click here: http://www.nybusinessdivorce.com/2016/04/articles/valuation-discounts/the-birthing-of-new-yorks-marketability-discount-in-fair-value-cases-a-family-affair/.

NEW PETER MAHLER POST ON DLOM

Here is another fine new post by Peter Mahler on how to set discounts for lack of marketability: http://www.nybusinessdivorce.com/2016/02/articles/valuation/court-applies-25-marketability-discount-despite-strong-indicators-of-liquidity/

VALUING A PUT RIGHT BUYOUT

Put-right and call-right buy-out provisions in LLC operating agreements are, needless to say, central provisions of these agreements.  The case cited and discussed in the article cited below amply illustrates this point. 31 No. 12 Westlaw Journal Delaware Corporation Law Update 4 Westlaw Journal Delaware Corporation Law Update February 4, 2016 PECO LOGISTICS LLC V. […]

NEW BLOG POST BY PETER MAHLER ON DISCOUNTS FOR LACK OF MARKETABILITY

The discussion under the link below in Peter Mahler’s excellent new blog post on discounts of the value of interests in closely held businesses for lack of marketability focuses on NY law, but its ideas apply in all states; and they are important not only in valuation litigation but also in planning and drafting buy-sell […]