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The plaintiffs contended the trial court erred in granting two of the defendants motions in limine to exclude evidence of the plaintiff’s damages. The appellate court affirmed

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Hollis v. Hollis

One of the main issues in this appeal was how to classify the husband’s “book of business,” i.e., his client relationships, assets under management, and related income. The husband was a financial advisor for UBS. The wife contended the book of business had value that constituted a marital asset. The husband pointed out that UBS now took the position that a financial advisor who left the company cannot take any information with him or her. The court also noted that “deferred cash agreements” were actually bonuses that were marital assets. The appellate court affirmed the trial court’s decision to exclude the book of business from marital assets. The court also affirmed the trial court decision on payment of alimony to the wife “in futuro.”

The Tennessee Appeals Court Affirms the Trial Court’s Decision to Exclude From the Marital Estate Financial Advisor the Husband’s ‘Book of Business’

One of the main issues in this appeal was how to classify the husband’s “book of business,” i.e., his client relationships, assets under management, and related income. The husband was a financial advisor for UBS. The wife contended the book of business had value that constituted a marital asset. The husband pointed out that UBS now took the position that a financial advisor who left the company cannot take any information with him or her. The court also noted that “deferred cash agreements” were actually bonuses that were marital assets. The appellate court affirmed the trial court’s decision to exclude the book of business from marital assets. The court also affirmed the trial court decision on payment of alimony to the wife “in futuro.”

In re Ascena Retail Grp., Inc. Sec. Litig.

In this securities putative class action litigation, plaintiff shareholders alleged that the defendants (Ascena) misrepresented the value of Ascena’s goodwill and trade names in order to inflate Ascena’s stock price artificially. In June 2017, Ascena announced an impairment charge to those assets of $1.3 billion “causing Ascena's already-declining share price to fall precipitously. Ascena ultimately declared Chapter 11 bankruptcy in July 2020.” The defendants moved to dismiss for failure to plead material misrepresentation or scienter or both. The court granted the motion to dismiss but allowed the plaintiffs to amend their complaint.

New Jersey U.S. District Court Dismisses Plaintiffs’ Complaint That Public Company Defendant Overvalued Its Goodwill

In this securities putative class action litigation, plaintiff shareholders alleged that the defendants (Ascena) misrepresented the value of Ascena’s goodwill and trade names in order to inflate Ascena’s stock price artificially. In June 2017, Ascena announced an impairment charge to those assets of $1.3 billion “causing Ascena's already-declining share price to fall precipitously. Ascena ultimately declared Chapter 11 bankruptcy in July 2020.” The defendants moved to dismiss for failure to plead material misrepresentation or scienter or both. The court granted the motion to dismiss but allowed the plaintiffs to amend their complaint.

Sipko v. Koger, Inc.

The Supreme Court of New Jersey, in its second attempt to resolve this long-running shareholder dispute, a “thoroughly chewed apple”, and buyout, reversed the appellate court and remanded the case to the trial court for reinstatement of its valuation of the shareholder’s interest in two businesses and also agreed with the trial court that no marketability discount should be allowed to reduce the amount to be awarded to the plaintiff. The defendants chose not to call their own expert to provide an opinion of the fair value of the shareholder’s interests.

The Supreme Court of New Jersey Accepts Trial Court’s Value of Companies and Denies a Marketability Discount in a Contentious Buyout Dispute

The Supreme Court of New Jersey, in its second attempt to resolve this long-running shareholder dispute, a “thoroughly chewed apple”, and buyout, reversed the appellate court and remanded the case to the trial court for reinstatement of its valuation of the shareholder’s interest in two businesses and also agreed with the trial court that no marketability discount should be allowed to reduce the amount to be awarded to the plaintiff. The defendants chose not to call their own expert to provide an opinion of the fair value of the shareholder’s interests.

Kuzma v. N. Ariz. Healthcare Corp.

The defendants in this qui tam case asked for summary judgment against the plaintiff Relator, who had alleged violations of the False Claims Act as it related to the sale of Surgery and Rehabilitation Centers by the defendants. Relator brought suit against the defendants, alleging they violated the FCA by overpaying the physician-owners of the Summit Center to reward them for past business and to induce future business in violation of the federal Anti-Kickback Statute. The defendants advanced three arguments in favor of summary judgment: (1) the acquisition price paid for the Summit Center was fair market value; (2) Relator had no evidence that the defendants acted with the requisite scienter; and (3) Relator cannot show a causal link between the alleged kickback and the submission of false claims.

U.S. District Court Partially Denies Motion for Summary Judgment Regarding Qui Tam Case on Excess Purchase Price Under the False Claims Act

The defendants in this qui tam case asked for summary judgment against the plaintiff Relator, who had alleged violations of the False Claims Act as it related to the sale of Surgery and Rehabilitation Centers by the defendants. Relator brought suit against the defendants, alleging they violated the FCA by overpaying the physician-owners of the Summit Center to reward them for past business and to induce future business in violation of the federal Anti-Kickback Statute. The defendants advanced three arguments in favor of summary judgment: (1) the acquisition price paid for the Summit Center was fair market value; (2) Relator had no evidence that the defendants acted with the requisite scienter; and (3) Relator cannot show a causal link between the alleged kickback and the submission of false claims.

In Re S-Tek 1, LLC

The debtor, S-Tek 1 LLC, submitted a motion to value to the Bankruptcy Court to determine the value of the collateral of Surv-Tek Inc. as to debt owed it by the debtor pledged as collateral for debt owed by S-Tek to Surv-Tek. The valuation was to be used in the confirmation of a Chapter 11 reorganization of S-Tek. The court used the replacement value standard of value instead of the “ongoing concern” value since the replacement value provided a value greater than the “enterprise value” (i.e., ongoing concern value).

Bankruptcy Court Uses the ‘Replacement Value Standard’ as It Determines That Debtor ‘Enterprise Value’ Is Lower and Inappropriate

The debtor, S-Tek 1 LLC, submitted a motion to value to the Bankruptcy Court to determine the value of the collateral of Surv-Tek Inc. as to debt owed it by the debtor pledged as collateral for debt owed by S-Tek to Surv-Tek. The valuation was to be used in the confirmation of a Chapter 11 reorganization of S-Tek. The court used the replacement value standard of value instead of the “ongoing concern” value since the replacement value provided a value greater than the “enterprise value” (i.e., ongoing concern value).

King v. King

In this Maryland divorce case, the Court of Special Appeals affirmed the trial court on all appealed issues including marital property determinations; monetary award to the wife; determination of incomes of the husband and wife; and determinations of alimony, child support, and related expenses. The Court of Special Appeals also affirmed that the husband’s business was not a gift and was marital property, and it determined the value of the business as the wife’s expert presented. Both parties were forensic accountants.

Maryland Appellate Court Affirms Trial Court on Value of Husband’s Business as Well as Several Other Divorce-Related Issues

In this Maryland divorce case, the Court of Special Appeals affirmed the trial court on all appealed issues including marital property determinations; monetary award to the wife; determination of incomes of the husband and wife; and determinations of alimony, child support, and related expenses. The Court of Special Appeals also affirmed that the husband’s business was not a gift and was marital property, and it determined the value of the business as the wife’s expert presented. Both parties were forensic accountants.

Total Quality Logistics, LLC v. Tucker, Albin and Assocs.

An Ohio appellate court affirmed the trial court’s denial of a permanent injunction to the plaintiff because the evidence did not show that it faced immediate and irreparable injury or harm. It was also held that the trial court properly dismissed the plaintiff’s claim for tortious interference because the plaintiff did not allege that the defendant induced a third party not to continue to do business with the plaintiff.

Ohio Appellate Court Affirms Trial Court’s Denial of Permanent Injunction and Dismisses a Claim of Tortious Interference

An Ohio appellate court affirmed the trial court’s denial of a permanent injunction to the plaintiff because the evidence did not show that it faced immediate and irreparable injury or harm. It was also held that the trial court properly dismissed the plaintiff’s claim for tortious interference because the plaintiff did not allege that the defendant induced a third party not to continue to do business with the plaintiff.

SEC v. Bluepoint Inv. Counsel

This case dealt with a suit by the SEC against the defendants for alleged violations of the Securities Act. The ruling digested here was a short ruling on motions in limine. The key motion considered here was a motion to exclude evidence of Amiran’s value not known by GTIF (a plaintiff’s entity) when valuations were prepared. The court denied the motion to exclude the SEC’s expert on the basis that she used information that was known or knowable. The court noted that her assumptions can be challenged on cross-examination.

U.S. District Court Rules on Known or Knowable Issue and Allows Testimony of SEC Valuation Expert—Can Be Challenged on Cross-Examination

This case dealt with a suit by the SEC against the defendants for alleged violations of the Securities Act. The ruling digested here was a short ruling on motions in limine. The key motion considered here was a motion to exclude evidence of Amiran’s value not known by GTIF (a plaintiff’s entity) when valuations were prepared. The court denied the motion to exclude the SEC’s expert on the basis that she used information that was known or knowable. The court noted that her assumptions can be challenged on cross-examination.

New Jersey Appellate Court Affirms Valuation of Shopping Mall, Disallows Any Control or Marketability Discounts, Affirms Proper Dissociation by Plaintiffs

This case was a partnership dispute where the defendant partners tried to buy out the plaintiff partners. On appeal before the New Jersey Superior Court Appellate Division, the defendants argued that the plaintiffs’ dissociation was wrongful and damages should be assessed, discounts for lack of control and marketability should be applied to the value, and the partnership value should be reduced to account for partnership outstanding debts and other amounts. The plaintiffs argued that the trial court erred by relying on the defendants’ expert’s report and not their expert’s report, refusing to increase the value by personal loans taken by the defendant partners, and failing to find that the partnership overpaid management and accounting fees. The appellate court affirmed the trial court with one exception, whether the partnership agreement disassociated properly. On that count, the appellate court determined that the disassociation was appropriate.

Robertson v. Hyde Park

This case was a partnership dispute where the defendant partners tried to buy out the plaintiff partners. On appeal before the New Jersey Superior Court Appellate Division, the defendants argued that the plaintiffs’ dissociation was wrongful and damages should be assessed, discounts for lack of control and marketability should be applied to the value, and the partnership value should be reduced to account for partnership outstanding debts and other amounts. The plaintiffs argued that the trial court erred by relying on the defendants’ expert’s report and not their expert’s report, refusing to increase the value by personal loans taken by the defendant partners, and failing to find that the partnership overpaid management and accounting fees. The appellate court affirmed the trial court with one exception, whether the partnership agreement disassociated properly. On that count, the appellate court determined that the disassociation was appropriate.

Michigan Appeals Court Affirms Modified-Liquidation Value in a Shareholder Deadlock Litigation

In this shareholder deadlock litigation, the appellate court affirmed the decision of the trial court that the solution to the deadlock was to order a buyout of the plaintiffs’ stock by the defendants as opposed to a dissolution of the company. The appellate court also affirmed the use of a modified-liquidation value as providing a value that maximized the value to the individual shareholders.

Pitsch v Pitsch Holding Co.

In this shareholder deadlock litigation, the appellate court affirmed the decision of the trial court that the solution to the deadlock was to order a buyout of the plaintiffs’ stock by the defendants as opposed to a dissolution of the company. The appellate court also affirmed the use of a modified-liquidation value as providing a value that maximized the value to the individual shareholders.

Sullivan v. Loden

In this malpractice case against an estate attorney, the attorney was denied a summary judgment. The primary issue related to the attorney’s valuation of stock of a family business that was gifted to two of the four children of the decedent. While an “equalization payment” was made to each of the two remaining children, one of these two sued the attorney for both breach of fiduciary duty and for undervaluing the stock gifted, resulting in an underpaid equalization payment.

Estate Attorney Is Denied a Summary Judgment for Alleged Incorrect Valuation of Gifts of Stock—Malpractice Case Proceeds

In this malpractice case against an estate attorney, the attorney was denied a summary judgment. The primary issue related to the attorney’s valuation of stock of a family business that was gifted to two of the four children of the decedent. While an “equalization payment” was made to each of the two remaining children, one of these two sued the attorney for both breach of fiduciary duty and for undervaluing the stock gifted, resulting in an underpaid equalization payment.

Snyder v. Snyder

In this Pennsylvania divorce matter, the appellate court accepted the wife’s valuation of the marital business using the “gross sales approach,” despite the husband’s objection that she was not qualified to determine the value. The trial court master recommended the wife’s value be accepted. However, the appellate court finds that the trial court double counted four business assets and remanded for a redetermination of the marital estate.

Court Affirms Acceptance of the Wife’s Gross Sales Valuation Method for the Marital Business, Remands for Double Counting of Business Assets

In this Pennsylvania divorce matter, the appellate court accepted the wife’s valuation of the marital business using the “gross sales approach,” despite the husband’s objection that she was not qualified to determine the value. The trial court master recommended the wife’s value be accepted. However, the appellate court finds that the trial court double counted four business assets and remanded for a redetermination of the marital estate.

Trial Court’s Decision of Value of Business Based on a Going Concern Is Reversed and Remanded

The appeal in this case dealt with, among other issues, the trial court’s decision to adopt the husband’s expert’s value that was based on a capitalization of earnings based on expected future income. The appellate court noted that the evidence from the trial showed that the business received no revenue after the wife sold her interest to a third party, and there was no evidence that similar earnings would occur in the future. The trial court’s determination of value was vacated and remanded.

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