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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No ‘Long-Recognized Principle’ Against Use of Market Price as Fair Value Indicator, High Court Says
High court affirms trial court’s use of unaffected market price as fair value in statutory appraisal involving merger of publicly traded company; high court rejects petitioners’ late argument that, where sale process was flawed and company failed to prove synergies, deal price should act as floor.
Stowe v. Stowe
In divorce case, appeals court overturns trial court’s valuation for an independent insurance agency; the trial court, without analysis, accepted there was goodwill and adopted expert’s calculation of goodwill using multiple “derived from a non-analogous source applying un-adjusted factors.”
Expert’s Goodwill Calculation Based on Rule of Thumb Sinks Under Appellate Scrutiny
In divorce case, appeals court overturns trial court’s valuation for an independent insurance agency; the trial court, without analysis, accepted there was goodwill and adopted expert’s calculation of goodwill using multiple “derived from a non-analogous source applying un-adjusted factors.”
Flynn v. Maschmeyer
In buyout following member’s disassociation from company, appellate court affirms trial court’s fair value determination, including decision to exclude from valuation remaining members’ unsubstantiated debt claims and including litigation amount assessed against dissociated member for misconduct.
Court Rejects FMV Appraisal of Dissociated Member’s Interest in Statutory Buyout
In buyout following member’s disassociation from company, appellate court affirms trial court’s fair value determination, including decision to exclude from valuation remaining members’ unsubstantiated debt claims and including litigation amount assessed against dissociated member for misconduct.
Expert’s Damages Calculation Based on Extensive Experience in Field Is Reliable, Court Finds
Court admits survey evidence, finding expert’s methodology conformed to accepted principles in the field and noting that technical objections go toward weight; court also admits both parties’ damages experts, finding they had extensive experience in the field and were both qualified; questions as to reliability of method “can be explored at trial.”
Geiger v. Creative Impact Inc.
Court admits survey evidence, finding expert’s methodology conformed to accepted principles in the field and noting that technical objections go toward weight; court also admits both parties’ damages experts, finding they had extensive experience in the field and were both qualified; questions as to reliability of method “can be explored at trial.”
Nelson v. Commissioner
In gift tax case, Tax Court finds donor transferred percentages in limited liability company rather than fixed dollar amounts based on language in transfer instruments; further, where transferred minority interests include elements of control, minority discount should be reduced, not eliminated.
Court Says Reduced Minority Discount Appropriate Where Minority Interest Has Elements of Control
In gift tax case, Tax Court finds donor transferred percentages in limited liability company rather than fixed dollar amounts based on language in transfer instruments; further, where transferred minority interests include elements of control, minority discount should be reduced, not eliminated.
NetOne, Inc. v. Panache Destination Management
Court says plaintiff fails to show defendant breached contract in COVID-19-related damages case; plaintiff’s invocation of force majeure clause is futile where clause is silent as to whether plaintiff has a right to full deposit after termination of contract due to imposed travel restrictions.
Plaintiff’s COVID-Related Contract Claim Falters Despite Force Majeure Provision
Court says plaintiff fails to show defendant breached contract in COVID-19-related damages case; plaintiff’s invocation of force majeure clause is futile where clause is silent as to whether plaintiff has a right to full deposit after termination of contract due to imposed travel restrictions.
Clark v. Clark
On use of marketability and minority discount in valuing wife’s minority interest in husband’s company, state Supreme Court rejects bright-line rule, noting importance of case-by-case analysis and giving trial court flexibility in apportioning assets; fair market value standard drives valuation.
South Carolina Supreme Court Rejects Categorical Approach to Discounts in Divorce Valuations
On use of marketability and minority discount in valuing wife’s minority interest in husband’s company, state Supreme Court rejects bright-line rule, noting importance of case-by-case analysis and giving trial court flexibility in apportioning assets; fair market value standard drives valuation.
Robinson v. Langenbach
State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.
High Court Says Context Supports Use of Discounts in Buyout From Shareholder Oppression
State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.
In Mandatory Buyback, Indiana Appeals Court Disallows Use of Discounts
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman I)
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Alabama Appeals Court Affirms Calculation of Value Is Admissible and Lets Rohling Stand
In divorce case, Alabama appeals court upholds trial court’s admission of calculation of value from qualified expert for medical practice; appeals court agrees with lower court that objections to methodology go toward weight and expert’s credibility; court lets earlier Rohling decision stand.
Horne-Ballard v. Ballard
In divorce case, Alabama appeals court upholds trial court’s admission of calculation of value from qualified expert for medical practice; appeals court agrees with lower court that objections to methodology go toward weight and expert’s credibility; court lets earlier Rohling decision stand.
Court Finds Use of Industry Licensing Data Reasonable and Relevant to Expert’s Reasonable Royalty Opinion
Court admits most of damages expert’s reasonable royalty opinion, finding expert properly apportioned out value of nonpatented features in calculating royalty rate; expert’s use of industry-specific data from ktMINE database was reasonable and sufficiently tied to facts of the case, court says.
J&M Industries, Inc. v. Raven Industries, Inc.
Court admits most of damages expert’s reasonable royalty opinion, finding expert properly apportioned out value of nonpatented features in calculating royalty rate; expert’s use of industry-specific data from ktMINE database was reasonable and sufficiently tied to facts of the case, court says.
Sultan v. Malik
Appeals court upholds trial court’s valuation of accounting firm based on asset approach where prevailing expert added goodwill value as intangible; court says intrinsic standard of value does not mandate use of income approach for service-based entity.
Court Approves of Adding Goodwill as Intangible in Asset-Based Valuation of Accounting Practice
Appeals court upholds trial court’s valuation of accounting firm based on asset approach where prevailing expert added goodwill value as intangible; court says intrinsic standard of value does not mandate use of income approach for service-based entity.
Reynolds American Inc. v. Third Motion Equities Master Fund Ltd.
In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.
North Carolina Court Says Deal Price Represents Upper Limit of Tobacco Company’s Fair Value
In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.