This appeal in a California court involved a dispute over an appraisal of the plaintiffs’ 15% interest in a grocery store the defendant operated. The plaintiffs alleged that the award of the superior court was obtained by fraud and that the arbitrator prejudiced their rights.
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2020’s Most Important Transfer Pricing Case—Coca-Cola
Coca-Cola had been applying a transfer pricing method called the 10-50-50 since it entered into a closing agreement with the IRS in 1986, covering the years 1987 to 1995. Coca-Cola had consistently followed that transfer pricing method; the IRS had audited Coca-Cola annually and “signed off” on that transfer pricing method for over a decade. Upon examination of Coca-Cola’s tax returns for 2007 to 2009, the IRS determined that Coca-Cola’s transfer pricing methodology did not reflect arm’s-length norms because it overcompensated the supply point and undercompensated Coca-Cola. The IRS reallocated income between Coca-Cola and its supply points employing the comparable profits method (CPM) pursuant to Reg. Sec. 1.482-5. The IRS increased Coca-Cola’s taxable income by over $9 billion assessing over $3 billion in additional taxes!
Finkel v. Palm Park, Inc.
In LLC member dispute, court faces “conundrum” where fair value buyout seeks to avoid LLC’s dissolution and court leans on expert’s FMV valuation using net asset value approach premised on “orderly liquidation”; court notes FMV is based on hypothetical actors and transaction, not specific parties.
Court’s Fair Value Determination Leans Heavily on Expert’s Fair Market Valuation Premised on Liquidation
In LLC member dispute, court faces “conundrum” where fair value buyout seeks to avoid LLC’s dissolution and court leans on expert’s FMV valuation using net asset value approach premised on “orderly liquidation”; court notes FMV is based on hypothetical actors and transaction, not specific parties.
Graspa Consulting v. United Nat’l Ins. Co.
In this business interruption case resulting from mandatory shutdowns to control COVID-19, the court dismisses plaintiff’s (a restaurant chain owner/operator) claims against insurance company; plaintiffs did not incur (nor did it assert) physical damages to premises as required by the terms of the insurance policy.
In COVID-19 Business Interruption Case, Court Grants Defendant’s Motion to Dismiss Plaintiff’s Claim for COVID-19-Related Losses
In this business interruption case resulting from mandatory shutdowns to control COVID-19, the court dismisses plaintiff’s (a restaurant chain owner/operator) claims against insurance company; plaintiffs did not incur (nor did it assert) physical damages to premises as required by the terms of the insurance policy.
In COVID-19 Business Interruption Case, Court Finds Plaintiff ENT Practice Fails to Allege Any Harm to Insured Property
In this business interruption case resulting from mandatory shutdowns to control COVID-19, the court grants a motion to dismiss claims of the plaintiff. While the plaintiff claims losses due to COVID-19 shutdowns, the plaintiff fails to allege any actual harm to the insured property. Key Words: COVID-19, coronavirus, damages, physical loss, insurance, business interruption loss, business interruption ...
S. Fla. Ent Assocs. v. Hartford Fire Ins. Co.
In this business interruption case resulting from mandatory shutdowns to control COVID-19, the court grants a motion to dismiss claims of the plaintiff. While the plaintiff claims losses due to COVID-19 shutdowns, the plaintiff fails to allege any actual harm to the insured property.
In COVID-19 Business Interruption Case, Court Finds Plaintiffs Did Not Argue Physical Loss and Virus Exemption Applies
In this business interruption case resulting from mandatory shutdowns to control COVID-19, the court granted a motion by the defendant insurance company to dismiss claims of plaintiffs; plaintiffs did not argue that they sustained a physical loss, and coverage would have been denied nevertheless by the virus exemption.
Real Hosp., LLC v. Travelers Cas. Ins. Co. of Am.
In this business interruption case resulting from mandatory shutdowns to control COVID-19, the court granted a motion by the defendant insurance company to dismiss claims of plaintiffs; plaintiffs did not argue that they sustained a physical loss, and coverage would have been denied nevertheless by the virus exemption.
Lysengen v. Argent Trust Co.
ESOP plaintiff’s proposed class action against trustee and selling shareholders survives motion to dismiss; court says complaint gave enough facts to support claims of overpayment and breach of fiduciary duty; defendant must show disputed transaction falls into adequate consideration exemption.
Lucero v. United States
In tax case, court approves refund, finding value of unlisted stock in distressed closely held company that taxpayer received as part of a settlement was less than stated in settlement agreement; taxpayer’s expert showed market value approach was only suitable method to calculate fair market value.
ESOP Plaintiff’s Proposed Class Action Alleging Overpayment Survives Motion to Dismiss
ESOP plaintiff’s proposed class action against trustee and selling shareholders survives motion to dismiss; court says complaint gave enough facts to support claims of overpayment and breach of fiduciary duty; defendant must show disputed transaction falls into adequate consideration exemption.
Court Adopts Taxpayer Expert’s Method to Value Unlisted Stock of ‘Severely Distressed’ Company
In tax case, court approves refund, finding value of unlisted stock in distressed closely held company that taxpayer received as part of a settlement was less than stated in settlement agreement; taxpayer’s expert showed market value approach was only suitable method to calculate fair market value.
A.A. v. B.A.
In valuing owner’s financial advisory business organized as sole proprietorship, court rejects idea that prior case law on goodwill in solely owned business precludes assigning goodwill to business; court says commissions earned during marriage but received post-separation or post-divorce are marital.
Delaware Court Revisits Issue of Goodwill in Sole Proprietorship
In valuing owner’s financial advisory business organized as sole proprietorship, court rejects idea that prior case law on goodwill in solely owned business precludes assigning goodwill to business; court says commissions earned during marriage but received post-separation or post-divorce are marital.
Marshall v. Marshall (II)
On second review, appeals court says trial court satisfied task on remand; latter’s use of reasonable compensation calculation to establish income for alimony and child support purposes was in the spirit of parties’ agreement and was based on “entirely credible” testimony by husband’s BV expert.
Courts Agree Reasonable Compensation Is Sound Method for Calculating Spousal Support in S Corp Context
On second review, appeals court says trial court satisfied task on remand; latter’s use of reasonable compensation calculation to establish income for alimony and child support purposes was in the spirit of parties’ agreement and was based on “entirely credible” testimony by husband’s BV expert.
Precision Kidd Acquisition, LLC v. Pass
In merger-related damages case, court upholds damages based on profits lost from key client’s termination of supply agreement with seller company; trial court properly rejected buyer expert’s DCF-based loss analysis which, among other flaws, overstated value of lost contract to seller company.
Proper Damages Measure Is Lost Profits Calculation, Not DCF-Based Loss Analysis
In merger-related damages case, court upholds damages based on profits lost from key client’s termination of supply agreement with seller company; trial court properly rejected buyer expert’s DCF-based loss analysis which, among other flaws, overstated value of lost contract to seller company.
In re Happy Child World, Inc.
In an entire-fairness-cum-statutory-appraisal case involving nonoperating day care center whose facility was leased on merger date, court approves use of capitalization of earnings and NAV models and averaging results to determine fair value; business model was uncertain on merger date, court notes.
Uncertain Business Model on Merger Date Justifies Use of Income and NAV Models, Court Says
In an entire-fairness-cum-statutory-appraisal case involving nonoperating day care center whose facility was leased on merger date, court approves use of capitalization of earnings and NAV models and averaging results to determine fair value; business model was uncertain on merger date, court notes.
Boesch v. Holeman (I)
In dispute over value of dissociated partner’s one-third interest in whiskey business, appeals court says trial court erred in adopting value determination that applied discount for lack of control; applicable partnership law requires value be based on sale of entire business as a going concern.
Partnership Statute Precludes Use of Minority Discount in Buying Out Dissociated Partner
In dispute over value of dissociated partner’s one-third interest in whiskey business, appeals court says trial court erred in adopting value determination that applied discount for lack of control; applicable partnership law requires value be based on sale of entire business as a going concern.
In COVID-19 Business Interruption Case, Court Finds Business Cannot Show Insurer’s Coverage Denial Breached Contract
In business interruption case resulting from mandatory shutdowns to control COVID-19, court finds plaintiff chiropractic clinic failed to show insurer breached its policy; court says plaintiff did not demonstrate “tangible damage” to property and failed to overcome policy’s express virus exclusion.
Turek Enterprises, Inc. v. State Farm Mutual Automobile Insurance Co.
In business interruption case resulting from mandatory shutdowns to control COVID-19, court finds plaintiff chiropractic clinic failed to show insurer breached its policy; court says plaintiff did not demonstrate “tangible damage” to property and failed to overcome policy’s express virus exclusion.