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Bankruptcy Keyed to Levitan, 3rd Ed.
In re Riodizio, Inc.
Citation:
204 B.R. 417 (Bankr. S.D.N.Y. 1997)Facts
Riodizio, Inc. operates a Brazilian grill restaurant in New York. Prior to bankruptcy, the debtor and its two shareholders entered into several agreements with LLC to secure financing and equipment. These included a Loan and Lease Agreement under which LLC advanced $200,000 to the debtor, a Shareholders Agreement, and a Warrant that granted LLC the right to purchase 93 shares of the debtor’s common stock for $1 per share over a 25-year period. If exercised, LLC would own approximately 60% of the debtor’s shares. The Shareholders Agreement gave LLC significant control rights, including the right to nominate two of four directors and veto certain “extraordinary” actions. It also contained provisions restricting competition by the shareholders and requiring the debtor to maintain key man life insurance on the shareholders. After filing for Chapter 11, the debtor sought to reject both the Warrant and the Shareholders Agreement as executory contracts.
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