You are here: / / WHEN DETERMINING THE VALUE OF A PARTNERSHIP SHARE UPON DISSOLUTION, A MINORITY ...

WHEN DETERMINING THE VALUE OF A PARTNERSHIP SHARE UPON DISSOLUTION, A MINORITY DISCOUNT CAN PROPERLY BE APPLIED TO A PARTNER WHO WRONGFULLY DISSOLVED THE PARTNERSHIP AND WHO DID NOT EXERCISE CONTROL OVER THE PARTNERSHIP AS A GOING CONCERN.

The Second Department, in a full-fledged opinion by Justice Dickerson, determined a “minority discount” should be applied to the share of a partnership awarded to a partner who wrongfully dissolved the partnership. The minority discount is appropriate where the partner did not exercise control over the partnership as a going concern. The court noted that the prohibition of a minority discount for minority corporate shareholders did not apply to partnerships:

… [T]his case does not involve a determination of the “fair value” of a dissenting shareholder's shares pursuant to Business Corporation Law §§ 623 and 1118, but rather, involves the determination of the “value” of the shares of a partner who has wrongfully caused the dissolution of a partnership pursuant to Partnership Law § 69(2)(c)(II). … [A]pplying a minority discount in the context of valuing a partnership interest “would not contravene the distinctly corporate statutory proscription (Business Corporation Law § 501[c]) against treating holders of the same class of stock differently, or undermine the remedial goal of the appraisal statutes to protect shareholders from being forced to sell at unfair values, or inevitably encourage oppressive majority conduct” … . Congel v Malfitano, 2016 NY Slip Op 03845, 2nd Dept 5-18-16

PARTNERSHIP LAW (WHEN DETERMINING THE VALUE OF A PARTNERSHIP SHARE UPON DISSOLUTION, A MINORITY DISCOUNT CAN PROPERLY BE APPLIED TO A PARTNER WHO WRONGFULLY DISSOLVED THE PARTNERSHIP AND WHO DID NOT EXCERCISE CONTROL OVER THE PARTNERSHIP AS A GOING CONCERN)/MINORITY DISCOUNT (PARTNERSHIP LAW, WHEN DETERMINING THE VALUE OF A PARTNERSHIP SHARE UPON DISSOLUTION, A MINORITY DISCOUNT CAN PROPERLY BE APPLIED TO A PARTNER WHO WRONGFULLY DISSOLVED THE PARTNERSHIP AND WHO DID NOT EXCERCISE CONTROL OVER THE PARTNERSHIP AS A GOING CONCERN)

/by
You might also like
QUESTION OF FACT WHETHER PLAINTIFF’S ACTIONS CONSTITUTED THE SOLE PROXIMATE CAUSE OF HIS INJURIES IN THIS LABOR LAW 240(1) ACTION (SECOND DEPT).
DEFENDANT DOCTORS’ MOTIONS FOR SUMMARY JUDGMENT IN THIS MEDICAL MALPRACTICE ACTION SHOULD NOT HAVE BEEN GRANTED; ONE DOCTOR DID NOT DEMONSTRATE HE DID NOT PARTICIPATE IN THE RESUSCITATION OF THE NEWBORN; THERE WAS A QUESTION OF FACT WHETHER A SECOND DOCTOR EMPLOYED THE PROPER RESUSCITATION METHOD (SECOND DEPT).
Although Defendant Was Not Responsible for the Pedestrian Ramp, There Was a Question of Fact Whether Defendant’s Snow Removal (from the Ramp) Created the Dangerous Condition
PRODUCTION OF THE ORIGINAL NOTE AND ENDORSEMENTS WAS “MATERIAL AND NECESSARY” TO THE DETERMINATION WHETHER THE BANK HAS STANDING TO BRING THE FORECLOSURE ACTION, DEFENDANT’S MOTION TO COMPEL DISCOVERY SHOULD HAVE BEEN GRANTED (SECOND DEPT).
INTERNALLY INCONSISTENT VERDICT PROPERLY SET ASIDE.
LIABILITY OF MEMBERS OF A LIMITED LIABILITY COMPANY, PRECLUSION OF FRAUD AND NEGLIGENT MISREPRESENTATION CAUSES ACTION WHICH DUPLICATE BREACH OF CONTRACT ALLEGATIONS, AND CRITERIA FOR A RICO MAIL FRAUD CAUSE OF ACTION DISCUSSED IN SOME DEPTH.
Building With One Retail Unit and Two Apartments, One of Which Was Owner-Occupied, Did Not Qualify for the Homeowner’s Exemption from Liability Under the Labor Law
42 USC 1983 AND MALICIOUS PROSECUTION CAUSES OF ACTION AGAINST THE CITY AND A POLICE OFFICER SHOULD NOT HAVE BEEN DISMISSED (SECOND DEPT).

Categories

Sign Up for the Mailing List to Be Notified When the Site Is Updated.

Copyright © 2022 New York Appellate Digest, LLC
Site by CurlyHost | Privacy Policy

DEFENSE MOTION TO SET ASIDE THE VERDICT SHOULD HAVE BEEN GRANTED; POLICE DID... PETITIONERS DID NOT HAVE STANDING TO CONTEST APPROVAL OF CONSTRUCTION PROJECT,...