BVR's Guide to Fair Value in Shareholder Dissent, Oppression, and Marital Dissolution

July 2011 978-1-935081-79-1 Hardcover, eBook, Kindle

BVR (editor)

Business Valuation Resources, LLC

Appraisal actions under both dissent and oppression statutes are on the increase, and it is a fertile field for business appraisers. Fair value statutes are a complex and dynamic standard of value and interpretations vary widely from state to state. The best-selling Fair Value in Shareholder Dissent, Oppression, and Marital Dissolution guide includes relevant articles and webinar transcripts by top business valuation professionals such as Shannon Pratt, Jay Fishman, Gilbert Matthews, and Michelle Patterson. In addition, it includes a wealth of court case digests and full text court opinions, a reference chart listing the statutes in all 50 states, and much more.


Highlights  Include:

  • Articles and webinar transcripts, including Fairness Opinions in Affiliated Party Transactions, by Gilbert Matthews and Michelle Patterson and webinar transcript Valuation Issues in Shareholder Dissent & Oppression, with speakers Jay Fishman and Gilbert Matthews

  • A detailed reference chart summarizing the dissent and oppression statutes in all 50 states – categorized by how its case law typically addresses the application of discounts to fair value determinations

  • Over 170 court case digests that pertain to fair value, including Brynwood Co. v. SchweisbergerGrelier v. GrelierLemmen v. LemmenVernon v. CuomoOwens v. Owens, and more!
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Table of Contents

Section 1:
Selected Articles on Fair Value

Chapter 1: Introduction

  • Introduction to BVR’s Guide to Fair Value in Shareholder Dissent, Oppression, and Marital Dissolution
    By Shannon Pratt, CFA, ARM, ABAR, FASA, MCBA, CM&AA

Chapter 2: Background on Fair Value

  • Fair Value Defined
  • Fair Value vs. Fair Market Value: Historical Perspective
  • Fair Value in Dissent and Oppression Chart by State
  • Current Business Corporation Law and What it Means for the Business Appraiser
    By John J. Stockdale Jr., Esq.
  • Recent Developments in Delaware Appraisal Cases
    By John E. Hempstead, ASA, CFA
  • When Nothing Else Fits it Must be Fair Value
    By R. James Alerding, CPA/ABV, ASA, CVA and
    H. Edward Morris, Jr., ASA, CBA, BVAL, CPA/ABV
  • The World According to Delaware Chancery: A Vice Chancellor Offers Ten Tips to Appraisers
  • Fair Value: A View from the Delaware Court of Chancery Bench 
    By Shannon Pratt DBA, CFA, FASA, MCBA, CM&A, MCBC
  • Implied Minority Discount in Statutory Fair Value: The Doctrine that Just Won’t Die
  • Standards of Value: Theory and Applications
  • BVR Telephone Conference Transcript October 24, 2006
    Speakers: Jay Fishman, Shannon Pratt, William Morrison

Chapter 3: Fair Value in Dissenting and Oppressed Shareholder Matters

  • Fair Value in Dissenting and Oppressed Shareholder Matters: How to Avoid Minefields
    By Jay Fishman, FASA
  • Judicial Valuation of Stock of a Delaware Corporation: The Legal Concept of “Fair Value”
    By Bruce L. Silverstein, Esq.
  • The Non-Delaware View of Fair Value in Shareholder Dissent and Oppression Cases
    By Noah Gordon, Esq.
  • Report of Donald J. Puglisi in the matter of Laurel Gonsalves, Petitioner, v. Straight Arrow Publishers, Inc., A Delaware Corporation Respondent
  • Shareholder Oppression & ‘Fair Value’: Of Discounts, Dates, and Dastardly Deeds in the Close Corporation 
    By Douglas K. Moll, Esq.
  • The Fair Value of Cornfields in Delaware Appraisal Law
    By Lawrence A. Hamermesh, Esq. and Michael L. Wachter, Esq.
  • The Short and Puzzling Life of the ‘Implicit Minority Discount’ in Delaware Appraisal Law
    By Lawrence A. Hamermesh, Esq. and Michael L. Wachter, Esq.
  • Rationalizing Appraisal Standards in Compulsory Buyouts
    By Lawrence A. Hamermesh, Esq. and Michael L. Wachter, Esq.
  • Fairness Opinions in Affiliated Party Transactions
    By Gilbert E. Matthews, CFA and Michelle Patterson, JD, PhD
  • Misuse of Control Premiums in Delaware Appraisals
    by Gilbert E. Matthews, CFA
  • Implied Minority Discounts in Statutory Fair Value: The Doctrine that Just Won’t Die
  • BVR Telephone Conference Transcript March 19, 2010
    Speakers: Jay Fishman, Michael Wachter
  • Valuation Issues in Shareholder Dissent & Oppression
  • BVR Telephone Conference Transcript October 21, 2010
    Speakers: Jay Fishman, Gil Matthews

Chapter 4: Valuing a Business on Fair Value

  • Valuing a Business (5th ed.) on Fair Value

Chapter 5: Fair Value in Marital Dissolution

  • Fair Value in Marital Dissolution: Case Law
    By Noah Gordon, Esq.
  • Understanding Fair Value for Divorce
    By Lee D. Sanderson, CPA/ABV, CVA, MST
  • The New Business Valuation Standard for Divorce 
    By Lee D. Sanderson, CPA, ABV, CVA, MST
  • Valuation of S Corporations for Purposes of Marital Dissolutions
    By R. James Alerding, CPA/ABV, ASA, CVA and
    H. Edward Morris, Jr., ASA, CBA, BVAL, CPA/ABV
  • Fair Value vs. Fair Market Value in Divorce Cases
    By Jerome W. Karsh, CPA
  • Fair Value as a Basis for Business Valuation in Divorce
    By Alan S. Zipp, Esq., CPA/ABV, CBA
  • Fair Value Versus Fair Market Value: Is There a Place for Fair Value in Marital Dissolution?
    By Robert Kleeman Jr. CPA/ABV, ASA, CVA

Chapter 6: Fair Value Under California Corporations Code Section 2000

  • Dissolution Actions Yield Less than Fair Market Enterprise Value (Appraising for “Fair Value” Under California Corporations Code Section 2000)
    By Arthur J. Shartsis, Esq.
  • Using California Corporations Code Section 2000 to Resolve 50-50 Shareholder Deadlocks in Privately Held Corporations 425
    By Arthur J. Shartsis, Esq.
  • Twists and Turns for Fair Value (and other Value) Definitions in California
    By Thomas E. Pastore, ASA, CFA

Section 2: Fair Value Case Abstracts

  • Case Abstract Summary Tables
  • Case Abstracts
  • Section 2 Index