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13 Oct 2014, 3:27 am by Peter Mahler
 Last week, Justice Kornreich released her 32-page decision in Zelouf International Corp. v Zelouf, 2014 NY Slip Op 51462(U) [Sup Ct, NY County Oct. 6, 2014], fixing the fair value of the 25% stock interest at $2.2 million and awarding additional “damages” of another $2.2 million on the “quasi-derivative” claims for waste and self-dealing. [read post]
20 Oct 2014, 3:27 am by Peter Mahler
In this Part Two, I’ll highlight a number of other, interesting issues addressed in Zelouf of importance both to business divorce lawyers and business appraisers. [read post]
5 Jan 2015, 3:29 am by Peter Mahler
Last October I wrote about Zelouf Int’l Corp. v Zelouf, an important post-trial decision in which, among other significant rulings, Manhattan Commercial Division Justice Shirley Werner Kornreich refused to apply a discount for lack of marketability (DLOM) in a statutory fair value proceeding triggered by a freeze-out merger of a family-owned business. [read post]
23 Sep 2013, 2:56 am by Peter Mahler
  The Zelouf Case Last month’s decision by Manhattan Commercial Division Justice Shirley Werner Kornreich in Zelouf v. [read post]
8 May 2023, 4:01 am by Peter Mahler
In Zelouf Int’l Corp. v Zelouf, best known and most often cited for applying a 0% marketability discount in its fair value determination, is the most interesting of the three cases that decided the interest rate. [read post]
20 Jul 2020, 3:48 am by Peter Mahler
Freeze-out mergers inherently have a disparate impact on a minority shareholder (see id.) and courts have been liberal in permitting them (see Zelouf v Zelouf, 2013 WL 4734873 [Sup Ct, NY County Aug. 30, 2013] [permitting merger to avoid jury trial]). [read post]
21 Sep 2015, 3:29 am by Peter Mahler
Opponents cite the Delaware Supreme Court’s decision a year after Litle in Nixon v. [read post]
14 Feb 2022, 4:44 am by Franklin C. McRoberts
Corp. v Zelouf, 45 Misc 3d 1205(A) [Sup Ct, NY County 2014]), almost never appropriate for resolution on papers alone. [read post]
14 Mar 2016, 3:39 am by Peter Mahler
The case is called Verghetta v Lawlor, and you can read here Justice Scheinkman’s 33-page post-trial decision dated March 9, 2016, the opening paragraph of which aptly sets the stage for the fair-value drama that follows, starring dueling appraisals over two thousand percent apart: This Court is called upon to determine the value of two corporate entities for purposes of permitting the buy-out of a minority shareholder. [read post]
23 Feb 2015, 3:19 am by Peter Mahler
Although Man Choi Chiu contends that the LLC’s records were incorrect, he cannot subsequently take a position contrary to that taken in the income tax returns which he admitted that he signed (see Mahoney-Buntzman v Buntzman, 12 NY3d 415, 422; Livathinos v Vaughan, 121 AD3d 485; Winship v Winship, 115 AD3d 1328; Czernicki v Lawniczak, 74 AD3d 1121, 1125; Peterson v Neville, 58 AD3d 489). [read post]
10 Mar 2019, 11:51 am by Peter Mahler
It should if you’re familiar with the Zelouf case previously featured on this blog. [read post]
26 Jun 2017, 3:31 am by Peter Mahler
The 54-page decision by a Minnesota state court judge in Lund v Lund, Decision, Order & Judgment, No. 27-CV-14-20058 [Minn. [read post]
26 Jun 2017, 3:31 am by Peter Mahler
The 54-page decision by a Minnesota state court judge in Lund v Lund, Decision, Order & Judgment, No. 27-CV-14-20058 [Minn. [read post]