Meet The Authors
Be prepared to advise on the legal separation of owners of privately held business entities.
How do you separate multiple business partners when there is only one business? A “business divorce”— the legal separation of the owners of privately held business entities—can involve many unique aspects, as the proceedings often involve companies run by the actual founders, family members, or longtime friends. Complicating matters further, state laws authorize different types of business entities, and the laws regarding their termination can differ greatly.
Litigating the Business Divorce, written by more than 15 contributors who are authorities in the field, covers all aspects of business divorce, including:
The 2017 Supplement includes:
Analysis of issues of standing related to effectuating a split via involuntary dissolution
A new section on challenging involuntary dissolution, including claims of deadlock, minority shareholder oppression, mismanagement, and where a split is alleged to be "not reasonably practicable"
Discussion of advancement and indemnification claims as well as receiverships
A primer on spotting issues in valuation reports, such as double-counting real estate, matching cash flows to the discount rate, and the customer-specific risk premium (CSRP)
Summary of Contents
Privately Held Business Entities * Legal Separation of Owners * Pre-Suit Considerations * Gathering Information before Filing * Where to File Suit * Changing the Composition of the Board or Management * Contractual Considerations and Limitations * Effectuating a Split * Dissolution * Dissociation * Freeze-Out Mergers * Reverse Stock Split * Challenging a Split * Involuntary Dissolution * Common Claims * Fiduciary Duty Doctrines and Limitations * Contract- and Tort-Based Claims * Advancement and Indemnification Claims * Damages and Valuation * The Buy-Sell Agreement * Business Valuation * Discounts and Premiums * Bad Actors and Damages * Personal Goodwill in Damages * Issues to Spot in Valuation Reports * Protective Measures * Table of Cases * Index
[A] smartly constructed and well-written treatise.... [The book]...is the fruit of a two-year project led by [the] contributing editors...in collaboration with an all-star cast of contributing authors.... [W]hether you’re an experienced business divorce litigator or just taking on your first business divorce assignment, LBD is an invaluable resource that belongs on your bookshelf.
New York Business Divorce blog
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