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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Court Says Corrected DCF Still Supports Original Fair Value Determination
Responding to petitioners’ motion for reargument, court concedes and corrects errors in court’s original DCF analysis but finds corrected DCF model still corroborates the original fair value determination; court affirms its reliance on unaffected market price as fair value indicator.
Expert’s Reasonable Royalty Properly Captured Value Added by Plaintiff’s Invention
Court denies defendants’ post-trial challenge to jury award; court finds award was based on a theory of reasonable royalty, not lost profits, as defendants claim; plaintiff expert’s royalty rate properly captured value added by plaintiff’s patent and relationship between plaintiff and defendants.
Simo Holdings, Inc. v. H.K. uCloudlink Network Tech. Ltd.
Court denies defendants’ post-trial challenge to jury award; court finds award was based on a theory of reasonable royalty, not lost profits, as defendants claim; plaintiff expert’s royalty rate properly captured value added by plaintiff’s patent and relationship between plaintiff and defendants.
In re Stillwater Mining Co. 2017 0385 JTL
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
Despite Less-Than-Optimal Sale Process, Court Relies on Deal Price for Fair Value
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
Estate of Aaron Jones v. Commissioner
In gift tax dispute, Tax Court adopts estate expert’s valuation of two related PTEs, including expert’s tax affecting; court distinguishes Gross and later cases; issue is not whether to tax affect but how; estate expert’s tax affecting was “more accurate than [IRS’] blunt zero-rate approach.”
Keeping Gross Alive, Nimble Tax Court Accepts PTE Tax Affecting
In gift tax dispute, Tax Court adopts estate expert’s valuation of two related PTEs, including expert’s tax affecting; court distinguishes Gross and later cases; issue is not whether to tax affect but how; estate expert’s tax affecting was “more accurate than [IRS’] blunt zero-rate approach.”
9th Circuit Upholds Tax Court’s Valuation of Intangibles in Big Transfer Pricing Case
Appeals court affirms Tax Court ruling favoring taxpayer’s CUT method over IRS’ DCF to value various intangible assets transferred to European subsidiary; governing regulations limit definition of “intangible” to independently transferrable assets, excluding residual business assets, court says.
Amazon.com, Inc. v. Commissioner (II)
Appeals court affirms Tax Court ruling favoring taxpayer’s CUT method over IRS’ DCF to value various intangible assets transferred to European subsidiary; governing regulations limit definition of “intangible” to independently transferrable assets, excluding residual business assets, court says.
Damages Expert’s ‘Before/After’ Lost Profits Analysis Bolsters Plaintiff’s Defamation Case
In defamation and business disparagement case against former employer, appeals court affirms jury award to cardiovascular surgeon compensating for injury to reputation and lost profits; expert’s before/after analysis was supported by evidence, and expert ruled out other causes for lost business.
Mem’l Hermann Health Sys. v. Gomez
In defamation and business disparagement case against former employer, appeals court affirms jury award to cardiovascular surgeon compensating for injury to reputation and lost profits; expert’s before/after analysis was supported by evidence, and expert ruled out other causes for lost business.
In re Appraisal of Columbia Pipeline Grp., Inc.
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Court Endorses Unadjusted Deal Price as Fair Value Indicator Despite Flaws in Sale Process
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Acosta v. Reliance Trust Co.
In DOL’s overpayment case against company directors and ESOP trustee, court denies directors’ pretrial motion for dismissal of case, finding DOL advanced “plausible” case theories; court also finds ESOP defendants have no right to indemnification from estate of late owner/seller of company shares.
In ‘Overpriced ESOP Insider Transaction Case,’ Defendants’ Pretrial Motion for Indemnification Fails
In DOL’s overpayment case against company directors and ESOP trustee, court denies directors’ pretrial motion for dismissal of case, finding DOL advanced “plausible” case theories; court also finds ESOP defendants have no right to indemnification from estate of late owner/seller of company shares.
Remy v. Lubbock Nat’l Bank
In ESOP case, court finds ERISA provides for right to contribution among co-fiduciaries but finds trustee defendant has no right to contribution from nonfiduciary ESOP appraiser if trustee were found liable to ESOP for losses; court dismisses third-party complaint against ESOP appraiser.
Trustee’s Claim for Contribution Against ESOP Appraiser Collapses
In ESOP case, court finds ERISA provides for right to contribution among co-fiduciaries but finds trustee defendant has no right to contribution from nonfiduciary ESOP appraiser if trustee were found liable to ESOP for losses; court dismisses third-party complaint against ESOP appraiser.
Lee v. Argent Trust Co.
Court dismisses private plaintiff’s ESOP suit, alleging defendant trustee and other ESOP and company actors violated their fiduciary duties to the plan and overpaid for company stock; a subsequent valuation showed the plan obtained stock at a discount, court concludes.
Court Finds Plaintiff Fails to Show ESOP Transaction Caused Injury
Court dismisses private plaintiff’s ESOP suit, alleging defendant trustee and other ESOP and company actors violated their fiduciary duties to the plan and overpaid for company stock; a subsequent valuation showed the plan obtained stock at a discount, court concludes.
DOL Prevails on All Claims Against ESOP Trustee and Owner/Seller
Trial court finds ESOP trustee liable for causing plan to overpay for company stock; trustee failed to adequately respond to red flags in ESOP appraisal and did not act solely in the interest of ESOP, court says; owner is liable for accepting price he knew to be above stock’s fair market value.
Pizzella v. Vinoskey (I)
Trial court finds ESOP trustee liable for causing plan to overpay for company stock; trustee failed to adequately respond to red flags in ESOP appraisal and did not act solely in the interest of ESOP, court says; owner is liable for accepting price he knew to be above stock’s fair market value.
In re Appraisal of Jarden Corp. (I)
Court finds record shows unaffected market price is best evidence of fair value; court says company expert’s efficient market analysis and event study provide strong support for use of market price; court’s own DCF analysis generates value close to market price, thus corroborating market price.
Court of Chancery Rules Unaffected Market Price Is Best Evidence of Fair Value
Court finds record shows unaffected market price is best evidence of fair value; court says company expert’s efficient market analysis and event study provide strong support for use of market price; court’s own DCF analysis generates value close to market price, thus corroborating market price.
In Misappropriation Case, Expert’s ‘Head Start’ Damages Calculation Survives Appeal
In breach of fiduciary duty and misappropriation case, appeals court upholds arbitration award of “head start” damages; expert for employer calculated value to the employee from owing equity in competing company whose valuation was higher because of employee’s misconduct toward former employer.
Sabre GLBL, Inc. v. Shan
In breach of fiduciary duty and misappropriation case, appeals court upholds arbitration award of “head start” damages; expert for employer calculated value to the employee from owing equity in competing company whose valuation was higher because of employee’s misconduct toward former employer.