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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Thomasee v. Thomasee
The Louisiana appellate court affirmed the decision of the trial court in a divorce case that included the value of the husband’s business in the marital estate as community property. The husband argued that the FEMA adjuster business was a professional business and that the profits were all goodwill and, therefore, not included in the estate. The wife argued that the business was not a professional business and had value other than just the personal goodwill of the husband. The value was includable as community property, and any subsequent income was half hers. The trial court sided with the wife, and the appeals court affirmed.
Louisiana Appeals Court Affirms Husband’s Business Is Not a Professional Business and Has Value Other Than Personal Goodwill
The Louisiana appellate court affirmed the decision of the trial court in a divorce case that included the value of the husband’s business in the marital estate as community property. The husband argued that the FEMA adjuster business was a professional business and that the profits were all goodwill and, therefore, not included in the estate. The wife argued that the business was not a professional business and had value other than just the personal goodwill of the husband. The value was includable as community property, and any subsequent income was half hers. The trial court sided with the wife, and the appeals court affirmed.
Official Comm. of Unsecured Creditors of LB Steel, LLC v. Steelcast Ltd. (In re LB Steel, LLC)
The Bankruptcy Court in this case dealt with an adversary complaint from the Official Committee of Unsecured Creditors. The committee sought to avoid and recover payments the debtor made within the 90 days leading up to the bankruptcy filing to the parent company. For reasons including that the debtor was insolvent during that 90-day period, the court decided in favor of the committee and ordered the payments avoided and ordered the parent company to repay the debtor’s estate.
Bankruptcy Court Orders Parent Company to Repay Payments Within 90 Days of Filing
The Bankruptcy Court in this case dealt with an adversary complaint from the Official Committee of Unsecured Creditors. The committee sought to avoid and recover payments the debtor made within the 90 days leading up to the bankruptcy filing to the parent company. For reasons including that the debtor was insolvent during that 90-day period, the court decided in favor of the committee and ordered the payments avoided and ordered the parent company to repay the debtor’s estate.
Goicochea v. Goicochea
This case was an appeal from a trial court’s various decisions relating to a divorce matter. Among other issues appealed, the appellate court affirmed the trial court’s determination of the value of the husband’s small minority interest (0.829301%) in an ambulatory surgery center. The wife’s expert used a prior transaction of a 1.1125% in the center to determine the husband’s value.
Maryland Court Affirms the Value of Husband’s Minority Interest in an Ambulatory Surgery Center
This case was an appeal from a trial court’s various decisions relating to a divorce matter. Among other issues appealed, the appellate court affirmed the trial court’s determination of the value of the husband’s small minority interest (0.829301%) in an ambulatory surgery center. The wife’s expert used a prior transaction of a 1.1125% in the center to determine the husband’s value.
Pinto v. Schinitsky
The Supreme Court of New York denied motions to dismiss assertions of excess compensation, payments to a consultant, and a salary paid to the defendant’s mother. The court also denied a Daubert motion to exclude the plaintiff’s expert on the reasonableness of compensation. The plaintiff’s expert, a CPA, was found to qualify even though reasonable compensation was not his competency for his practice.
New York Court Denies Claims in Three Damages Categories, Denies Daubert Motion to Exclude Experts
The Supreme Court of New York denied motions to dismiss assertions of excess compensation, payments to a consultant, and a salary paid to the defendant’s mother. The court also denied a Daubert motion to exclude the plaintiff’s expert on the reasonableness of compensation. The plaintiff’s expert, a CPA, was found to qualify even though reasonable compensation was not his competency for his practice.
Logue v. Logue
In this marital dissolution case in North Carolina, the appellate court affirmed the trial court’s determination of value of the wife’s dental practice. The trial court determined the value based on the value of the entire practice determined several years before the separation date. That value was determined by appraisals by professional appraisers to determine the buyout of the husband’s father’s 50% interest in the practice. No evidence of value as of the separation date was provided by the parties who decided not to hire appraisers to assess the value at the separation date.
North Carolina Appellate Court Values a Dental Practice Based on a Two-Year-Old Purchase of an Interest in the Practice
In this marital dissolution case in North Carolina, the appellate court affirmed the trial court’s determination of value of the wife’s dental practice. The trial court determined the value based on the value of the entire practice determined several years before the separation date. That value was determined by appraisals by professional appraisers to determine the buyout of the husband’s father’s 50% interest in the practice. No evidence of value as of the separation date was provided by the parties who decided not to hire appraisers to assess the value at the separation date.
Walsh v. Preston
In this ESOP ERISA case, the government (plaintiffs) (Secretary of Labor) alleged claims against the defendants, Robert N. Preston and TPP Holdings Inc. (and nominally against its ESOP) for: (1) breach of fiduciary duties; (2) engaging in prohibited transactions; and (3) co-liability of defendants. In a lengthy opinion, the court determined that the defendants did breach fiduciary duties and did engage in prohibited transactions. It further decided that there was no co-liability among the defendants, but it did not allow an offset of payments on debt of TPP Preston personally made. In determining FMV, the court did not allow a minority interest discount. In so doing, the resulting damages determined were minimal.
U.S. District Court Decides Some Issues for Government and Some for Defendants But Very Little in Damages in an ERISA ESOP Case
In this ESOP ERISA case, the government (plaintiffs) (Secretary of Labor) alleged claims against the defendants, Robert N. Preston and TPP Holdings Inc. (and nominally against its ESOP) for: (1) breach of fiduciary duties; (2) engaging in prohibited transactions; and (3) co-liability of defendants. In a lengthy opinion, the court determined that the defendants did breach fiduciary duties and did engage in prohibited transactions. It further decided that there was no co-liability among the defendants, but it did not allow an offset of payments on debt of TPP Preston personally made. In determining FMV, the court did not allow a minority interest discount. In so doing, the resulting damages determined were minimal.
Manbro Energy Corp. v. Chatterjee Advisors, LLC
The primary focus of this case was cross-motions for summary judgment on issues dealing with fiduciary duty and implied covenant of good faith and fair dealing. A final issue, of importance to valuation experts, was a motion to exclude the testimony of the plaintiff’s valuation expert, which the court denied.
U.S. District Court (New York) Denies Motion to Exclude Expert Witness
The primary focus of this case was cross-motions for summary judgment on issues dealing with fiduciary duty and implied covenant of good faith and fair dealing. A final issue, of importance to valuation experts, was a motion to exclude the testimony of the plaintiff’s valuation expert, which the court denied.
A Tennessee Appellate Court Affirms the Allowance of a DLOM and Affirms Calculations Under the Income Approach
This case revolved around the value to be paid for a one-third interest in a business partnership for a business that produces and sells flavored “moonshine” liquor. The trial court initially resolved all issues and determined that the plaintiff was entitled to the fair value of his one-third interest in the partnership. Defendant appealed, among other things, the trial court determination of value for his interest. The appellate court remanded for elimination of the discount for lack of control. On this appeal, the plaintiff disagreed with the trial court value and believed the DLOM should also be eliminated. The appellate court affirmed the trial court. The value affirmed was a conclusion of value issued in a summary report.
Boesch v. Holeman (II)
This case revolved around the value to be paid for a one-third interest in a business partnership for a business that produces and sells flavored “moonshine” liquor. The trial court initially resolved all issues and determined that the plaintiff was entitled to the fair value of his one-third interest in the partnership. Defendant appealed, among other things, the trial court determination of value for his interest. The appellate court remanded for elimination of the discount for lack of control. On this appeal, the plaintiff disagreed with the trial court value and believed the DLOM should also be eliminated. The appellate court affirmed the trial court. The value affirmed was a conclusion of value issued in a summary report.
Parties' Motions to Exclude Each Other’s Experts Are Granted in Part and Denied in Part
In this trade secrets and breach of contract case, portions of each expert’s testimony were found to be offering a factual narrative that is within the purview of a lay jury to ascertain. Those portions of testimony were excluded for both experts, but the parties’ arguments as to the qualifications of the experts and supposed reliance of an expert on the work of another were denied.
Redcell Corp. v. A.J. Trucco, Inc.
In this trade secrets and breach of contract case, portions of each expert’s testimony were found to be offering a factual narrative that is within the purview of a lay jury to ascertain. Those portions of testimony were excluded for both experts, but the parties’ arguments as to the qualifications of the experts and supposed reliance of an expert on the work of another were denied.
Simons v. Simons
The Nebraska Supreme Court allowed a fair value determination by the wife’s expert as the appropriate value for a divorce case and did not include any discounts that might apply in a fair market value determination. Much of the opinion dealt with the issue of a constructive trust, which the trial court determined results in a 50% ownership by the wife in the family business.
Nebraska Supreme Court Allows Fair Value Determination for Family-Owned Business and Does Not Allow Discounts
The Nebraska Supreme Court allowed a fair value determination by the wife’s expert as the appropriate value for a divorce case and did not include any discounts that might apply in a fair market value determination. Much of the opinion dealt with the issue of a constructive trust, which the trial court determined results in a 50% ownership by the wife in the family business.
District Court Affirms Tax Court’s Decision That Deferred Payments to Spouse Are Not Deductible Alimony Payments
The district court in this appeal from the Tax Court affirmed the Tax Court’s decision that deferred payments the husband made to the wife were not deductible alimony payments and thus not taxable to the wife.
Redleaf v. Comm’r
The district court in this appeal from the Tax Court affirmed the Tax Court’s decision that deferred payments the husband made to the wife were not deductible alimony payments and thus not taxable to the wife.
Hayden v. 2k Games, Inc.
The defendants in this case regarding licensing of tattoo designs for a video game moved to exclude the testimony of the plaintiff’s expert regarding a “Market Opinion.” The motion was granted in part and denied in part by the court.
U.S. District Court Excludes Testimony Speculating What Is in People’s Minds and Certain Legal Determinations
The defendants in this case regarding licensing of tattoo designs for a video game moved to exclude the testimony of the plaintiff’s expert regarding a “Market Opinion.” The motion was granted in part and denied in part by the court.
In re GGP, Inc. Stockholder Litig.
Brookfield Property Partners Inc. acquired GGP Inc. in a merger transaction. During negotiations, Brookfield Property Partners LP expressed concern over the number of GGP stockholders who might see appraisal under Delaware law. Brookfield Property Partners suggested inserting an appraisal rights closing condition that allowed it to terminate the agreement if a specified number of GGP shares demanded appraisal. Brookfield Property Partners objected, and the condition was nixed. At the urging of Brookfield Property Partners, the merger was structured so that Brookfield paid a sizable preclosing dividend followed by a small residual payment called a “per share merger consideration.” GGP stockholders were told they could exercise their appraisal rights solely in connection with the merger, set at $23.50 per share, in relation to the per-share merger consideration valued at $0.312 per share. Plaintiff stockholders claimed they were led to believe that a fair value determination would be limited to the value of the post-dividend of GGP. The Supreme Court agreed with the Chancery Court that the defendants did not unlawfully eliminate appraisal rights but disagreed that the proxy disclosures were sufficient.