Adelson Shareholders Win New York Appellate Victory in Stock Redemption Dispute

Paul, Weiss won an appellate victory in the New York Appellate Division, Second Department, on behalf of Alan Adelson and the estate of his father, Seymour Adelson, in a stock redemption dispute involving RMX Foods, Inc., and Vista Food Exchange, Inc, two affiliated wholesale food distributors. The unanimous appellate panel rejected the companies’ effort to force the Adelsons to sell back their Class A shares, the only class of shares with voting rights in either company.

In August 2023, RMX and Vista sought a mandatory acquisition of the Adelsons’ Class A shares, asserting that the Adelsons, as they had ceased working full time, were no longer qualified Class A stockholders. The companies filed suit, and in February 2025, the Nassau County Supreme Court dismissed their amended complaint in its entirety.

The companies appealed, arguing that the trial court erred by finding that David Adelson—Seymour’s son and Alan’s brother—was a full-time employee and that the Adelsons could not “piggy-back” their stock ownership on a relative’s employment because the agreements require every Class A stockholder to work full time. On appeal, Paul, Weiss argued, in part, that the trial court’s finding as to David was supported by the record and that the companies’ reading defied ordinary grammar and the rule of the last antecedent.

Following oral argument in February 2026, the panel held that the Adelsons remained valid shareholders. As to RMX, the appellate court adopted Paul, Weiss’s arguments for why the lower court had erred neither in its factual finding nor in interpreting the RMX stockholder agreement. The panel then affirmed the lower court’s dismissal of Vista’s claims as time-barred, adopting an argument Paul, Weiss advanced for affirming the judgment on alternative grounds.

The Paul, Weiss team included litigation partner Andrew Gordon and counsel Robert Kravitz, who argued the appeal.