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29 Jan 2024, 4:46 am by Franklin C. McRoberts
More than a dozen years ago, Peter Mahler wrote about one such case, Barasch v Williams Real Estate Co. (33 Misc 3d 1219[A] [Sup Ct, NY County 2011]). [read post]
18 Dec 2023, 4:25 am by Peter J. Sluka
  “The next time someone tells me they’re preparing a shareholder buy-sell agreement using a fixed price memorialized in a so-called Certificate of Value, I’m going to tell them to rename it a Certificate of Legal Fees,” said Peter Mahler a decade ago. [read post]
6 Nov 2023, 4:16 am by Peter J. Sluka
Ben Dov Peter Mahler previously covered the Trial Court’s decision granting a preliminary injunction enjoining the freeze-out merger. [read post]
22 May 2023, 4:07 am by Peter J. Sluka
  Those interested in the many twists and turns the litigation took to get there can peruse Peter Mahler’s 2009 (!) [read post]
1 May 2023, 4:36 am by Peter J. Sluka
”  Several years ago, Peter Mahler explored the BCL 1118 election in the aptly-titled post, A Deep Dive into the Election to Purchase in Dissolution Proceedings. [read post]
10 Apr 2023, 2:56 am by Peter J. Sluka
., 42 Misc 3d 1208(A) [NY Sup 2014] [enforcing shareholder voting agreement after concluding, based in part on forensic evidence, that the agreement was validly executed] [discussed by Peter Mahler here]). [read post]
13 Feb 2023, 4:55 am by Franklin C. McRoberts
’” In his article on O’Connor, Peter Mahler wrote that “prevailing appellate authority sets a fairly high but not insuperable bar for entitlement to a bond, in the form of evidence of corporate waste or other circumstances raising doubt as to the respondent’s or the company’s financial capability to carry through on their offer to purchase the petitioner’s shares. [read post]
6 Feb 2023, 4:31 am by Peter J. Sluka
Way back in 2007, Peter Mahler observed that dissolution involving 50/50 shareholders raises some of the trickiest tactical decisions for litigation counsel. [read post]
30 Jan 2023, 4:52 am by Franklin C. McRoberts
Peter Mahler has written about this unresolved legal question a number of times, with three articles on the subject available here. [read post]
9 Jan 2023, 4:38 am by Franklin C. McRoberts
Folks hearing the phrase “business divorce” for the first time tend to focus unconsciously on the word “divorce,” tuning out the word “business. [read post]
31 May 2022, 4:51 am by Franklin C. McRoberts
As Peter Mahler has written several times, a line of Appellate Division – Second and Third Department cases has long held that courts lack subject matter jurisdiction to dissolve foreign entities (see e.g. [read post]
9 May 2022, 4:27 am by Franklin C. McRoberts
As Peter Mahler once wrote, “[I]f you’re a petitioner in a dissolution proceeding you need to load up your petition (or supplemental affidavits) with as many facts as are available in support of your claims; bare ‘notice’ pleading will not suffice. [read post]
20 Dec 2021, 4:37 am by Peter J. Sluka
., No. 160529/2019 (NY County 2021), not only because it sheds light on two hot topics in buy-sell agreements, but also because Peter Mahler and I represent the prevailing parties in the case. [read post]
29 Nov 2021, 4:52 am by Franklin C. McRoberts
Two years ago, Peter Mahler wrote about a dissolution lawsuit by a female minority shareholder alleging that her male co-shareholders condoned a pattern of sexually offensive and demeaning conduct by a senior co-worker, which ultimately forced her to leave the business. [read post]
8 Nov 2021, 4:45 am by Franklin C. McRoberts
In one article, Peter Mahler wrote about a rule of law some courts apply to this particular fact pattern: [W]here all the substantial terms of a contract have been agreed on, and there is nothing left for future settlement, the fact, alone, that it was the understanding that the contract should be formally drawn up and put in writing, did not leave the transaction incomplete and without binding force, in the absence of a positive agreement that it should not be binding until so… [read post]