In February the Federal Deposit Insurance Corp., regulator of banks and insurer of deposits, reported that revenue from lending and fees was growing at a much faster rate at community banks, whose core clients are often small businesses, than for the banking industry in general.
Accurate business valuation, detailed shareholder agreements and ensuring that fiduciary duties are met can go a long way in protecting a business from shareholder disputes. In many cases, when a dispute does arise, the matter can be resolved outside of court, perhaps through mediation or arbitration. In other cases, conflicts rise to the level of litigation, and to reach a cost-efficient solution, both sides of the dispute will need experienced legal counsel.
Back in August 2014 we discussed some of the details of a potential supermarket merger of Safeway and Albertsons. The deal was approved by shareholders last year, and more recently the merger was cleared by the Federal Trade Commission.
Business owners may need to sell or dissolve their companies for any number of reasons: retirement, divorce, disability, bankruptcy, disputes with partners, or just the desire to do something different. Whatever the reason may be, you'll need to cover your legal bases if you intend to sell all or part of your business.
In all aspects of life, the decisions we make now will have qualitative and quantitative effects in the short and long terms. The same goes for business.
The Ninth Circuit U.S. Bankruptcy Appellate Panel in In re KVN Corp., Inc., 13-1318, decided July 29, 2014, remanded a bankruptcy case from the Northern District of California to determine if a carve-out agreement reached between a Chapter 7 trustee and a bank resulted in a benefit to the bankruptcy estate. Upon the debtor's bankruptcy filing, the bank approached the trustee seeking her aid in selling the lender's collateral. The trustee agreed but in exchange, required the bank to pay storage costs and split the net proceeds from the sale with the estate. The trustee estimated the sale would earn up to $4,400 for the benefit of unsecured creditors. The Bankruptcy Court denied approval of the carve-out agreement and the trustee appealed. The BAP agreed with the Bankruptcy Court that generally, fully encumbered property should not be sold by a Chapter 7 trustee and that there is a presumption of impropriety in carve-out agreements but that carve-out agreements are not per se banned. In order to rebut the presumption of impropriety, however, a trustee must show that s/he has fulfilled his/her basic duties, that the agreement benefits the estate, and the terms of the agreement were fully disclosed. In this case, the BAP had a difficult time finding that the carve-out agreement was in the best interest of the estate and remanded the case. Click here to read the full opinion.
Major mergers and acquisitions continue to take shape in the supermarket industry. In June we discussed a 14-percent increase in earnings per share after Kroger paid $2.9 billion for Harris Teeter Supermarkets. Kroger is currently the nation's largest supermarket chain.