Minority Shareholder Receives Award of $12 Million for Breach of Contract, $58 Million Buyout Award for Minority Interest

BVLaw
Court Case Digests
May 6, 2022
4213 Trucking, Except Local, 5051 Metals Service Centers and Offices
423510 Metal Service Centers and Other Metal Merchant Wholesalers , 484121 General Freight Trucking, Long-Distance, Truckload
shareholder dissent/oppression
goodwill, expert testimony, income approach, shareholder dispute, capitalization of income approach, minority shareholder, valuation date, company specific risk

Koch v. Koch
2022 WL 1467980
US
State Court
Minnesota
District Court
Robert Strachota; Ginger Knutsen
Laurie J. Miller

Summary

This shareholder dispute case involved two businesses three brothers in Minnesota owned. One of the brothers, Jim Koch, had a falling out with the other two, Randy and Dave Koch. A temporary agreement was made among them in 2006, but subsequently the relationship and actions of the parties deteriorated. In particular, an IRS audit of the two businesses triggered a disagreement as to whether required payments under the agreement had to be tax deductible. Certain actions by the defendants breached the 2006 agreement as determined by a jury resulting in a damages award of $12 million. The court then held a bench trial to determine the value of the two businesses for determining the buyout amount for Jim’s interest in both businesses. Experts for each side testified as to value. The opinion provided a good analysis of the various issues in the methodologies each of the experts used.

See Also

Koch v. Koch

This shareholder dispute case involved two businesses three brothers in Minnesota owned. One of the brothers, Jim Koch, had a falling out with the other two, Randy and Dave Koch. A temporary agreement was made among them in 2006, but subsequently the relationship and actions of the parties deteriorated. In particular, an IRS audit of the two businesses triggered a disagreement as to whether required payments under the agreement had to be tax deductible. Certain actions by the defendants breached the 2006 agreement as determined by a jury resulting in a damages award of $12 million. The court then held a bench trial to determine the value of the two businesses for determining the buyout amount for Jim’s interest in both businesses. Experts for each side testified as to value. The opinion provided a good analysis of the various issues in the methodologies each of the experts used.

This article also appears in:
Business Valuation UpdateVol. 29 No. 5