No valuation adjustment for alleged acts of oppression

BVWireIssue #234-5
March 30, 2022

shareholder dissent/oppression
business valuation, discount for lack of control (DLOC), fair value, shareholder oppression, discount, discount for lack of marketability (DLOM), fair market value (FMV), minority discount, operating agreement

In a Connecticut case, four siblings were partners in a number of restaurant properties and one of the partners (who had a 25% interest) was ousted by the others. He was accused of mismanaging company finances and committing alleged acts of anger and/or physical violence, including striking their mother. The ousted member sued, claiming he was treated unfairly, was owed money, and that his siblings forged his signature on documents. The court noted that adjustments could be made for wrongful conduct, but the plaintiff did not establish it enough to justify adjusting the value. The court also decided on the fair market value of the restaurant properties and examined whether discounts should apply for lack of control and marketability.

The case is Gavrielidis v. 80 Seaview Ave., LLC, 2020 Conn. Super. LEXIS 1302; 2020 WL 6781239, and a case analysis and full opinion are available on the BVLaw platform.

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