No deduction for tax in shareholder buyout

BVWireIssue #237-1
June 8, 2022

shareholder dissent/oppression
business valuation, appraisal, buyout, liquidation, stock, partnership dissolution, dissolution, taxes

In a North Dakota partnership dissolution case, the defendants argued on appeal that the district court erred in its valuation. They asserted that the district court was required to consider taxes in calculating the plaintiffs’ buyout. The district court found that the agreement in principle called for a valuation without a discount. The accounting firm for the defendants provided an analysis of what would happen if the assets of the partnership were liquidated. However, the district court found this to be speculative because the plaintiffs indicated there was no intention currently to liquidate. The state Supreme Court affirmed the district court’s decision.

The case is Sproule v. Johnson, 2022 ND 51; 2022 N.D. LEXIS 56; 971 N.W.2d 854; 2022 WL 803346, and a case analysis and full opinion are available on the BVLaw platform.

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