Judicial review of discretionary asset appraisals in multi-class liquidation waterfalls hinges on whether contractual terms or fiduciary self-dealing triggers deferential business judgment, manifest error, or entire fairness scrutiny.
Retained equity conflicts are resolved by enforcing contractual call options, non-voting unit conversions, and operational delegation clauses in operating agreements.
The terms are written where they belong. Each field holds three desks, and every entry a desk writes raises the terms it uses, each term given a meaning, a mechanism and the places it appears. The record on these pages stays first person and hand made; the fields grow the nomenclature.
