People often think that if buying 50 percent of a business entitles them to 50 percent of the vote (voting rights), the cash flow (distribution rights), and the profit on the sale of the business (liquidation rights
and participation rights can carry significant implication for the return realized by the investor and the founders in some scenarios, so it is vital that legal and financial advice is sought prior to agreeing to confer any such rights under the term sheet or the shareholders' agreement.
2704 provides rules for valuing transfers among family members of interests in corporations or partnerships that are subject to (1) lapsing voting or liquidation rights
or (2) restrictions on liquidation.
A partnership interest transfer will not trigger section 2701 because all parties in the transaction will have identical liquidation rights
. Section 2701 is designed to tax as a gift the entire value of an entity when the transferor retains a preferred right to liquidation or other payment rights by deeming that the remaining interest has a value of zero.
Treasury contends that taxpayers were imposing restrictions (generally dealing with redemption and liquidation rights
) on the transferred interests that, in effect, artificially reduced the value for gift tax purposes even though the economic value of the transferred property to the recipients wasn't similarly affected.
Also, this stock is only entitled to dividends in the event dividends are paid on the company's common stock and will not have any preferences over the company's common stock, including liquidation rights
The Series C convertible preferred stock is only entitled to dividends in the event dividends are paid on NeuroMetrix' common stock and will not have any preferences over the company's common stock, including liquidation rights
Purchasers of depositary shares will be entitled to all proportional rights and preferences of the preferred stock (including dividend, voting, redemption and liquidation rights
These early members will enjoy special privileges and benefits, including liquidation rights
should the Club cease operations in a few years.
what I call liquidation rights
, or options to convert assets to cash.
Other issues to be heard by the division, regardless of the amount in controversy, include: Internal affairs or governance, dissolution or liquidation rights
, obligations between or among owners (shareholders, partners, members), or liability or indemnity of managers (officers, directors, managers, trustees, or members or partners functioning as managers) of corporations, partnerships, limited partnerships, limited liability companies or partnerships; trade secrets and non-compete agreements; intellectual property; securities or state securities laws; antitrust statutes; shareholder derivative actions and related class actions; and corporate trust affairs or director and officer liability.