In 2007, Deborah Kyzer Ivy, a shareholder of Calais Company, Inc. (Calais), filed a complaint against Calais seeking involuntary corporate dissolution. In May 2009, Ivy and Calais reached a settlement agreement (Agreement) with appraisal valuation clauses. The clause provided that Calais agreed to purchase Ivy’s shares at “fair value” as determined by a three-member panel of appraisers. The appraisers disagreed over the fair value of Calais. Two of the appraisers agreed the fair value of Calais was $92.5 million; one appraiser dissented, valuing Calais at $43 million.
Calais sought to avoid the high valuation by arguing the two majority appraisers had failed to comply with the appraisal procedure mandated by the Agreement and the Agreement’s definition of “fair value.” The superior court ultimately declined to rule on the issue, concluding that interpreting the term “fair value” was beyond its scope of authority under the terms of the Agreement. Consequently, the court ordered Calais to purchase Ivy’s shares based on the majority appraisers’ high valuation.
Calais appealed. The Alaska Supreme Court reversed the superior court’s final order and remanded for the court to remand to the appraisers with explicit instructions to calculate the “fair value” of Calais as defined by AS 10.06.630(a), as required by the Agreement.
With $50 million at stake, you can buy a lot of argument in six years. Ivy sought a valuation in 2007 before the market meltdown and at the peak of the market. Ivy is probably lucky she didn’t get stuck selling at the bottom of the market.
In May 2005 an intoxicated Eugene Bottcher drove his vehicle off the road, hitting a boy and narrowly missing the boy’s brother. The boy who had been hit later died at the hospital from his injuries. After Bottcher hit the boy, he continued to drive, and when stopped by a passerby who had witnessed the accident, Bottcher tried to bribe him into not reporting the crime.
Anchorage Bike to Work Day is a local celebration of the national event initiated in 1956 by the League of American Bicyclists. Each May, the event provides a stimulus to get bodies and bicycles in shape for a season of riding. Teams are organized among coworkers and other social groups for education and mutual support. Team registration has quadrupled since 2007; more than 3,800 cyclists were counted at key intersections in May of 2012.
The IRS issues lots of different notices for lots of different reasons, as tax attorney‘s we’ve seen a lot of these notices. In the upper right section of the notice should be a code. The code explains the purpose of the notice. We’ve assembled a table of the various kinds of notices that they may send you.
The Kaylors live in the north parcel, 4500 E 135th. The McCarrey’s live in the south parcel, 4530 E 136th. Between them lies a strip of land that looks like a road. The parties agree that the strip of land is owned by the McCarreys; but, they don’t agree as to whether the McCarrey’s can exclude the Kaylor’s from their own property.
The Kaylors like to store their Alaska toys at the back of their lot so they don’t have to see their own collection of used vehicles. Instead, they’d like to leave them in full view of the MCCarrey’s front windows and drive way. The McCarrey’s proposed fencing the area and installing a gate to reduce the Kaylor’s access and to encourage them to store their stuff somewhere else. The Kaylors sued to prevent the fence.
The trial court granted the injunction. The Alaska Supreme court overruled this holding and remanded the matter back to the trial court for additional findings. Specifically, the land grant that created the interest provided for a public right of way. However, the parties had not addressed any evidence to the issue of whether the public right of way grant had been accepted by any governmental agency. If it turns out that the grant was accepted as a public right of way the Kaylors can keep piling stuff up in the McCarrey’s front view.
Closely held businesses with more than a single owner should have buy-sell provisions that address what happens on the death or disablility of an owner. These agreeements can also address proposed exit strategies, dispute resolution, managment structure, noncompete agreements, antidilution provisions and valuation methods. The meat of the agreement tends to be the right or obligation to buy or sell an owners interest. Continue reading “Buy-Sell Provisions in LLC Operating Agreements”
The 49th State Angel Fund issued a press release announcing that they were making their first investments in Alaska. More can be seen on their site below. It is great that they are working hard to help finance job creation in Alaska. The deadline for the first round of investments has been Extended through April.