Expert Valuation of Patent Provides Substantial and Reasonable Basis for Damage Award
The California Court of Appeals, 2nd District, affirmed a trial court’s damage award in this derivative shareholder action, which awarded the plaintiff the value of a patent assignment.
Crescent/Mach I Partnership v. Turner
Delaware Chancery conducts thorough DCF analysis in breach of fiduciary duty/appraisal action, with emphasis on credible management projections and inputs.
Delaware Chancery Permits Shareholder to Sue Board for Backdating Stock Options
Delaware Chancery Court permits shareholder derivative suit to proceed against corporate board in the stock option backdating context.
Forced Buyout of ‘Frozen’ Minority Shareholder Is Excessive Remedy
Massachusetts Supreme Court declares a forced buyout an excessive remedy for minority shareholder “frozen out” of close corporation.
Ryan v. Gifford
Delaware Chancery Court permits shareholder derivative suit to proceed against corporate board in the stock option backdating context.
Brodie v. Jordan
Massachusetts Supreme Court declares a forced buy-out an excessive remedy for minority shareholder “frozen out” of close corporation.
Value of CEO Noncompete Helps Court Determine Fairness of Class-Action Settlement
Court considers value of CEO noncompete to determine fairness of class-action settlement.
Appraiser’s Notes Become Key Evidence in Finding Breach of Corporate Fiduciary Duty
Analyst’s notes instrumental in court finding breach of corporate fiduciary duty.
Do Claims Against Business Appraisers Fall Within the Statute of Limitations Regarding Accountants?
Court considers whether business appraiser’s valuation of a buy-sell agreement falls within the statute of limitations pertaining to accountants and accounting firms.
Farndale Co., L.L.C. and Val Particpations, S.A. v. Folco Gibellina and Accuma, S.p.A
Analyst’s notes instrumental in court finding breach of corporate fiduciary duty ...
In Re Luxottica Group, S.P.A. Securities Litigation
Court considers value of CEO non-compete to determine fairness of class-action settlement.
Heaton and Eadie, PSC v. Corneal Consultants of Indiana, P.C.
Court considers whether business appraiser’s valuation of a buy/sell agreement fall within the statute of limitations pertaining to accountants and accounting firms ...
Yet Again, Delaware Looks to DCF in Appraisal Action
PNC Financial Services Group Inc. (PNC), the parent of PFPC Holding Corp. (Holding), had planned to take Holding’s subsidiary, PFPC Worldwide Inc. (PFPC), public via an initial public offering (IPO), but the opportunity did not arise.
Control Premium Not Needed for DCF Analysis Using Gordon Growth Model
One of the issues was whether the board’s financial advisor, Credit Suisse First Boston (First Boston), correctly excluded a control premium in its assessment of the company’s value and, thus, whether the board failed to reasonably consider the value of all relevant alternatives.
Management Overlay Must Be Factored Into Valuation of an Affiliated Entity
Milo Fields Trust owned minority interests in two limited liability companies (LLCs), PMB of Hackensack LLC and PMB of Union City LLC.
Andaloro v. PFPC Worldwide, Inc.
PNC Financial Services Group, Inc. (PNC), the parent of PFPC Holding Corp. (Holding), had planned to take Holding's subsidiary, PFPC Worldwide, Inc. (PFPC), public via an initial public offering (IPO), but the opportunity did not arise.
In re Toys “R” Us, Inc., Shareholder Litigation
One of the issues was whether the board’s financial advisor, Credit Suisse First Boston (First Boston), correctly excluded a control premium in its assessment of the company’s value, and, thus, whether the board failed to reasonably consider the value of ...
Milo Fields Trust v. Britz
Milo Fields Trust owned minority interests in two limited liability companies (LLCs), PMB of Hackensack, L.L.C. and PMB of Union City, L.L.C. Gary Fields (Fields) was trustee. These LLCs, along with others like them, had been formed by Jeffrey Britz, who ...
Eric Hsu v. Semiconductor Systems, Inc.
The California Court of Appeals, First District affirmed a jury’s award of damages in this breach of a buy-sell contract and stock conversion action. The defendants further failed to inform Hsu, a minority shareholder, of merger negotiations occurring con ...
Breach of Contract and Stock Conversion Damages Based on Value of Post-Breach Merger
The California Court of Appeals, 1st District, affirmed a jury’s award of damages in this breach of a buy-sell contract and stock conversion action.
Pietro G. Denevi v. Green Valley Corp.
The California Court of Appeals considered a damage award in this breach of fiduciary duty matter involving a limited liability company (LLC) formed to purchase property. The appellate court noted that the general damages award, which was based on the fai ...
Damages Awarded in Breach of LLC Agreement Action
The California Court of Appeals considered a damage award in this breach of fiduciary duty matter involving a limited liability company (LLC) formed to purchase property.
Future Earnings Not Proper in Book Value of Professional Corporation
The issue in this case was the value of the shares of an attorney’s stock in her professional corporation (law firm) at the time of her termination.
Hanson Trust PLC v. ML SCM Acquisition
At issue are breach of fiduciary duty by the board of SCM and whether the trial court should have considered the extensive evidence on whether the option prices were indeed "within the ...
Randall K. Flannary, et al. v. Roy Mills
The Texas Court of Appeals, Third District affirmed an award for breach of fiduciary duty relating amount of profits due upon the winding up of a closely held construction company. The court accepted the testimony from a business appraiser who completed a ...