Rubin v. Murray
Court relies on expert evidence and survey data to find that reasonable compensation for officers of midsize, closely held corporation comprised 4% to 7% of net revenues, plus 3% “success premium.”
S. Muoio & Co., LLC v. Hallmark Entertainment Investments
Delaware Chancery urges experts to use “robust” “triangular” valuation approach, including DCF, comparable companies, and comparable transactions.
U.S. Bank, N.A. v. Cold Spring Granite Co. (I)
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.
Is Expert Valuation Still Valid After Routine Destruction of Underlying Workpapers?
Court considers whether an expert can rely on valid but aged report after routine destruction of underlying workpapers, and also whether the expert can supplement the report with information not available at the time of the original.
Lawton v. Bank of America Corp.
Court considers whether an expert can rely on valid but aged report after routine destruction of underlying workpapers, and also whether the expert can supplement the report with information not available at the time of the original.
Court Considers Applying Attorney-Client Privilege to Expert Communications
In minority shareholder suit for breach of fiduciary duties, New York Supreme Court confirms that attorney-client privilege does not extend to communications between valuation expert and attorney.
Sieger v. Zak
In minority shareholder suit for breach of fiduciary duties, New York Supreme Court confirms that attorney-client privilege does not extend to communications between valuation expert and attorney.
Court Calls Expert Statutory Fair Value ‘Too Good to Be True’
Court reduces statutory fair value valuation of minority shareholder’s interest due to expert’s failure to account for company’s financial troubles and fraud.
Financial Crisis Fallout: Wachovia/Wells Fargo Merger Challenged
Wachovia shareholder sues to enjoin merger with Wells Fargo in the midst of 2008 financial crisis, alleging breach of directors’ duties and unfair merger price.
Encompass Teleservices, Inc. v. Sheets
Court reduces statutory fair value valuation of minority shareholder’s interest due to expert’s failure to account for company’s financial troubles and fraud.
Does Buy-Sell Agreement Trump Statutory Shareholder Remedies?
Court considers whether a buy-sell agreement can “bargain away” statutory remedies available to minority shareholders in oppression cases.
Ehrenhaus v. Baker
Wachovia shareholder sues to enjoin merger with Wells Fargo in the midst of 2008 financial crisis, alleging breach of directors’ duties and unfair merger price.
Court Makes ‘Close Call’ on Complex Valuation of Insider Corporate Guaranties
U.S. Court in Maine excludes expert testimony because, despite his extensive experience and effort, he did not have specific experience valuing personal guarantees.
Kortum v. Johnson
Court considers whether a buy-sell agreement can “bargain away” statutory remedies available to minority shareholders in oppression cases.
In re Buonamici
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE IN THE MATTER OF ) TIMOTHY BUONAMICI, JR. ) C.M. No. 04116-N-VCP MEMORANDUM OPINION Date Submitted: April 1, 2008 Dated Decided: August 11, 2008 James F. Harker, Esquire, COHEN SEGLIAS PALLAS GREENHALL & FURMAN, P.C., Wilmington, Delaware, Attorney for Petitioner Gary A. Bryde, Esquire, GARY A. BRYDE, P.A., Hockessin, Delaware, Attorney for Guardian PARSONS, Vice Chancellor. This matter is before me on exceptions to ...
Baldwin v. Bader (II)
U.S. Court in Maine excludes expert testimony because, despite his extensive experience and effort, he did not have specific experience valuing personal guarantees.
Expert Makes Critical Errors in Valuing Corporate Guaranties
Critical errors and shaky methodology are key to expert's undo in valuing corporate guaranties.
‘Outlandish’ Valuation Supports Possibly Frivolous Claims
Case against auditing firm supported by 'outlandish' damages claims.
Baldwin v. Bader (I)
Critical errors, shaky methodology, are key to expert's undo in valuing corporate guaranties.
Maxwell v. KPMG, LLP
Case against auditing firm supported by 'outlandish' damages claims.
A Month Late, But Two Months Before Trial: Should This Expert Appraisal Be Excluded?
Even though there were 73 days left before trial and material witness (property owner) was seriously ill, expert appraisal excluded for failing to comply with disclosure deadlines.
Inconsistent DCF Analysis Fails to Stop Merger of Lear Corp.
Flawed DCF analysis fails to persuade Delaware Chancery to enjoin merger of Lear Corporation.
Delaware Chancery’s Preference for DCF Turns on Credible Projections
Delaware Chancery conducts thorough DCF analysis in breach of fiduciary duty/appraisal action, with emphasis on credible management projections and inputs.
Estate of Perry
Even though there were 73 days left before trial and material witness (property owner) was seriously ill, expert appraisal excluded for failing to comply with disclosure deadlines.
In Re Lear Corp.
Flawed DCF analysis fails to persuade Delaware Chancery to enjoin merger of Lear Corporation.