In re Books a Million Stockholders Litig.
Court says special committee’s accepting controlling shareholder’s lower bid over third-party’s higher offer is not sign of bad-faith dealing but of reality that “buyers of corporate control will be required to pay a premium” to acquire the whole company.
Chancery Recognizes Reality of Control Premium in Third-Party Offers
Court says special committee’s accepting controlling shareholder’s lower bid over third-party’s higher offer is not sign of bad-faith dealing but of reality that “buyers of corporate control will be required to pay a premium” to acquire the whole company.
Irme Cziraki v. Lawrence Phillis, et al.
The California Court of Appeals, Second District affirmed a trial court’s damage award in this derivative shareholder action, which awarded the plaintiff the value of a patent assignment. The value was computed by an expert who first determined the releva ...
Shareholder Agreement Sparks Suit Over Discount Use in FMV Calculation
Probate court says expert and other testimony aiding in interpretation of ambiguous shareholder agreement shows that fair market value determination of decedent’s minority interest allowed for use of discounts for lack of marketability and control.
Shareholder Agreement Sparks Suit Over Discount Use in FMV Calculation
Appeals court affirms probate court’s ruling that ambiguous shareholder agreement requiring determination of fair market value of decedent’s minority interest in closely held companies accommodated use of discounts for lack of marketability and control.
In re Estate of Bittner (Bittner II)
Appeals court affirms probate court’s ruling that ambiguous shareholder agreement requiring determination of fair market value of decedent’s minority interest in closely held companies accommodated use of discounts for lack of marketability and control.
Corwin v. KKR Fin. Holdings LLC
Regarding breach of fiduciary duty claims, Delaware Supreme Court says business judgment rule (lower standard of review) applies where disinterested stockholder majority approves merger with third party and vote was uncoerced and fully informed.
In re Estate of Bittner (Bittner I)
Probate court says expert and other testimony aiding in interpretation of ambiguous shareholder agreement shows that fair market value determination of decedent’s minority interest allowed for use of discounts for lack of marketability and control.
Court Finds ‘Market Value Concept’ Requires Flexibility
Court says under Daubert a business valuator is qualified to value an investment company dealing in real estate since the company is not a piece of real estate but a business with diverse assets and finds real estate valuation is by nature “imprecise.”
Marcus v. Quattrocchi
Court says under Daubert a business valuator is qualified to value an investment company dealing in real estate since the company is not a piece of real estate but a business with diverse assets and finds real estate valuation is by nature “imprecise.”
Chancery Trusts DCF to Home In on Common Stock Value
Court of Chancery finds the defendant directors proved “entire fairness” despite a management incentive plan and large liquidation preference that rendered the sales process unfair to common stockholders and left them with no proceeds; defendant expert’s ...
In re Trados Inc.
Court of Chancery finds the defendant directors proved “entire fairness” despite a management incentive plan and large liquidation preference that rendered the sales process unfair to common stockholders and left them with no proceeds; defendant expert’s ...
Defendants’ Failure to Offer Damages Expert May Have Cost Millions
Court affirms over $8 million in lost profits damages due to fraud in sale of medical surgery center, based on plaintiff’s expert evidence and absence of contradicting evidence from defendants.
Lack of Control Premium Dooms a Fairness Opinion?
Court finds that, under Delaware law, proxy statement and fairness opinion need not disclose the same material financial information as that relied on in statutory appraisal actions.
Taheri v. Khadavi
Court affirms over $8 million in lost profits damages due to fraud in sale of medical surgery center, based on plaintiff’s expert evidence and absence of contradicting evidence from defendants.
Delaware Chancery Questions ‘Relative’ Valuation by Goldman Sachs That ‘Obscured’ Market Facts
Delaware Chancery finds merger process and price tainted by “relative” DCF valuations that obscured “real world” market values and orders $1.3 billion in damages, based on its own calculation of DCF of acquired company.
In Minnesota, Directors’ Determination of FV Is Binding, Absent Fraud
Minnesota Supreme Court affirms that, absent showing of fraud, a board’s determination of fair value in the context of a reverse stock split is conclusive.
In Minnesota, Directors’ Determination of FV Is Binding, Absent Fraud
Appellate court affirms that, absent showing of fraud, a board’s determination of fair value in the context of a reverse stock split is conclusive.
Ehrlich v. Phase Forward, Inc.
Court finds that, under Delaware law, proxy statement and fairness opinion need not disclose the same material financial information as that relied on in statutory appraisal actions.
In re Southern Peru Copper Corp.
Delaware Chancery finds merger process and price tainted by “relative” DCF valuations that obscured “real world” market values, and orders $1.3 billion in damages, based on its own calculation of DCF of acquired company.
U.S. Bank, N.A. v. Cold Spring Granite Co. (II)
Minnesota Supreme Court affirms that, absent showing of fraud, a board’s determination of fair value in the context of a reverse stock split is conclusive.
Delaware Chancery Advocates ‘Triangular’ Approach to Business Valuation
Delaware Chancery urges experts to use “robust” “triangular” valuation approach, including DCF, comparable companies, and comparable transactions.
Officer Compensation Is 4% to 7% of Net Sales, Plus ‘Success Premium’
Federal court admits reasonable royalty rates based on past licensing agreements but bars lost profits evidence that fails to account for market factors that could have caused the loss.
Winstar Plaintiff Relies on Bank Insider to Prove ‘But-for’ Lost Profits
Federal Court of Claims awards $83.3 million in lost profits based on bank’s analysis of the growth it would have achieved, based on historic performance and business plans, but for government’s enactment of FIRREA.
American Savings Bank v United States
Federal Court of Claims awards $83.3 million in lost profits based on bank’s analysis of the growth it would have achieved, based on historic performance and business plans, but for government’s enactment of FIRREA.