Seinfeld v. Bartz
Seinfeld filed a suit against Cisco and its board because it did not include the Black-Scholes valuation of the options in the proxy statement.
No Discounts in Indiana Fair Value Determination Absent Extraordinary Circumstances
The primary issue in this withdrawing shareholder action was the fair value of the withdrawing shareholder's interest in the law firm, Hopper & Galliher PC (H&G).
Proxy Statement Contained Sufficient Warning About Black-Scholes Model
Plaintiff sued Alcoa and certain officers and directors on behalf of all Alcoa shareholders, alleging "materially false representations and omissions" made in a proxy statement.
Richard Crabtree v. Metalworks & Hydra-Assembly, Inc., et al.
The Ohio Court of Appeals, 10th District, affirmed the lower court’s valuation of goodwill in a metallurgy, machining, and fabrication business in this breach of fiduciary duty case.
Eckelkamp v. Beste
At issue is breach of fiduciary duty against Melton Co., it's ESOP, and four Melton officers.
Claims Against ESOP Fail After Expert Excluded Under Daubert
The U.S. Court of Appeals for the 8th Circuit determined that an expert report indicating a greater valuation for ESOP purposes and showing that the directors of the ESOP were overcompensated in and of itself does not create a genuine issue of material ...
Gary Lee Eckelkamp, et al. v. Dennis J. Beste, et al.
The U.S. Court of Appeals for the Eighth Circuit determined that an expert report indicating a greater valuation for ESOP purposes and showing that the directors of the ESOP were overcompensated in and of itself does not create a genuine issue of material ...
Shareholder Agreement Controls Valuation in Breach of Contract Action
One of the issues in this breach of contract and breach of fiduciary duty case was the value of plaintiff Biren's 20% interest in Equality Emergency Medical Group, Inc. and E.E.M.G.-SIMI, Inc. (collectively "Equality") to be redeemed by the corporations.
ESOP Valuation Based on Purchase Price Desired by Selling Shareholder Fails to Support Reasonably Prudent Investigation
The issue in this case was whether the defendants breached their fiduciary duties to the USCC Employee Stock Ownership Plan (ESOP) participants.
Wenzel v. Hopper & Galliher, P.C.
The primary issue in this withdrawing shareholder action was the fair value of the withdrawing shareholder's interest in the law firm ...
Shaev v. Hampel
Plaintiff sued Alcoa and certain officers and directors on behalf of all Alcoa shareholders, alleging "materially false representations and omissions" made in a proxy statement.
Biren v. Equality Emergency Med. Group
Iissue in this breach of contract and breach of fiduciary duty case was the value of Biren's 20% interest in healthcare businesses to be redeemed by the corporations.
Gotham Partners, L.P. (Gotham II) v. Hallwood Realty Partners, L.P., et al.
The Delaware Supreme Court reversed and remanded the valuation of publicly traded limited partnership units. The appropriate measure of damages for breach of fiduciary duty resulting from the sale of partnership units to the managing partners was the diff ...
Damages Must Include a Control Premium
The Delaware Supreme Court reversed and remanded the valuation of publicly traded limited partnership units.
Horn v. McQueen
The issue in this case was whether the defendants breached their fiduciary duties to the USCC Employee Stock Ownership Plan (ESOP) participants.
John G. Mortellite v. American Tower, L.P.
The Florida Court of Appeals, Second Appellate District considered an award for fraudulent inducement to sell stock. The Second Appellate Court reversed the lower court’s award because it was not based on the company’s buy-sell agreement, but rather on an ...
Lack of Punitive Damages Reversed
The Florida Court of Appeals, 2nd Appellate District, considered an award for fraudulent inducement to sell stock.
Short-form Merger Not Subject to 'Entire Fairness' Standard
In this class action, plaintiffs, who were minority shareholders of a subsidiary corporation, Unocal Exploration Corp., filed suit against the parent corporation, Unocal, and its directors.
Glassman v. Unocal Exploration Corp.
At issue is the fiduciary duties owed by a parent corporation to the subsidiary’s minority stockholders in the context of a "short-form" merger.
Gotham Partners, L.P. (Gotham I) v. Hallwood Realty Partners, L.P., et al.
The Delaware Court of Chancery determined that the appropriate measure of damages for breach of fiduciary duty resulting from the sale of partnership units to the managing partners was the difference between the transaction price and the amount a third pa ...
Limited Partnership Units Valued
The Delaware Court of Chancery determined that the appropriate measure of damages for breach of fiduciary duty resulting from the sale of partnership units to the managing partners was the difference between the transaction price and the amount a third pa ...
Danielewicz v. Arnold
At issue is breach of fiduciary duty to an individual stockholder.
Court Denies Shareholder Standing to Sue as an Individual and Derivatively
This appeal concerned stock in Arnold Factory Supply (AFS) that George Arnold's (Arnold) estate left in trust, of which plaintiff was the beneficiary.
G&N Aircraft, Inc., et al. v. Erich Boehm
The Indiana Supreme Court affirmed the lower court’s decision denying the application of a minority discount in an oppressed shareholder matter. The court also noted that the forced sale is an appropriate remedy in oppressed shareholder actions, but caref ...
Minority Discount Denied in Forced Sale to Controlling Shareholder
The Indiana Supreme Court affirmed the lower court’s decision denying the application of a minority discount in an oppressed shareholder matter.