For a valuation via arbitration, final means final
In a California case, the company that owns the Woodlands grocery store chain decided to buy the condominiums it was renting for its San Francisco store.
Hardiman v. Woodlands Store, Inc.
This appeal in a California court involved a dispute over an appraisal of the plaintiffs’ 15% interest in a grocery store the defendant operated. The plaintiffs alleged that the award of the superior court was obtained by fraud and that the arbitrator prejudiced their rights. The appellate court found no basis for “disturbing” the appraisal-arbitration award.
Appellate Court (California) Declines to Set Aside Appraisal and Decision of Arbitrator
This appeal in a California court involved a dispute over an appraisal of the plaintiffs’ 15% interest in a grocery store the defendant operated. The plaintiffs alleged that the award of the superior court was obtained by fraud and that the arbitrator prejudiced their rights. The appellate court found no basis for “disturbing” the appraisal-arbitration award.
Practice opportunity: Buy-sell agreements
A “vast opportunity” for appraisers can be found in buy-sell agreements, according to Jeff Tarbell (Houlihan Lokey) and Riley Busenlener (Chaffe & Associates Inc.), who is also an attorney.
Laurilliard v. McNamee Lochner, P.C.
The plaintiffs, minority shareholder employees in a law firm, brought suit against their firm for breaching their employment contracts. The court determined that the plaintiffs were at-will employees and that there was no breach of their agreements when they were terminated. The court also determined that the under-market-value payment under their repurchase agreements was allowable since they were at-will employees.
New York Court Allows Enforcement of Under-Market-Value Buy-Sell and Approves At-Will Termination of Shareholder-Employees
The plaintiffs, minority shareholder employees in a law firm, brought suit against their firm for breaching their employment contracts. The court determined that the plaintiffs were at-will employees and that there was no breach of their agreements when they were terminated. The court also determined that the under-market-value payment under their repurchase agreements was allowable since they were at-will employees.
New Case Points Up Opportunity for Buy-Sell Valuations
A recent court case illustrates that many buy-sell agreements do not adequately address the issue of valuation when an owner exits the firm. This represents an opportunity for valuation experts to review clients’ buy-sell agreements to identify potential problems, which could mean recurring business for the practice.
New case points up valuation perils in buy-sell agreements
From a valuation standpoint, the lack of a buy-sell agreement—or one with a valuation provision that’s poorly drafted—can result in costly litigation and a painful falling out between business partners and/or family members.
Collins v. Tabs Motors of Valley Stream Corp.
In this New York business divorce case, the court held that the shareholders agreement was enforceable, as well as the stipulated value of the buyout price as determined in Schedule B of the shareholders agreement. Claims by petitioners of breach of fiduciary duty and related claims, including a years-old certificate of value, were not sufficient to overcome the unambiguous terms of the buy-sell agreement.
In a New York Business Divorce, a Petition for Dissolution Triggers Buy-Sell Agreements
In this New York business divorce case, the court held that the shareholders agreement was enforceable, as well as the stipulated value of the buyout price as determined in Schedule B of the shareholders agreement. Claims by petitioners of breach of fiduciary duty and related claims, including a years-old certificate of value, were not sufficient to overcome the unambiguous terms of the buy-sell agreement.
Expelled partner should get FMV—but of what?
An Oregon appellate case deals with compensation for a partner’s 25% interest in a business after he is expelled from the firm.
Dipak Patel v. Siddhi Hospitality, LLC
This case dealt with compensation for a partner’s 25% interest in a business after he was expelled from the business. The appellate court remanded the case to the trial court for a recalculation of the compensation without the inclusion of discounts for lack of control and lack of marketability. The trial court allowed those discounts on the theory that the expelled partner was to receive the fair market value of his 25% interest in the entity. The appellate court determined that the operating agreement required him to be compensated for 25% of the FMV of the assets of the LLC and not the FMV of his 25% in the LLC entity.
Oregon Appellate Court Disallows Discounts for Lack of Control and Lack of Marketability
This case dealt with compensation for a partner’s 25% interest in a business after he was expelled from the business. The appellate court remanded the case to the trial court for a recalculation of the compensation without the inclusion of discounts for lack of control and lack of marketability. The trial court allowed those discounts on the theory that the expelled partner was to receive the fair market value of his 25% interest in the entity. The appellate court determined that the operating agreement required him to be compensated for 25% of the FMV of the assets of the LLC and not the FMV of his 25% in the LLC entity.
In Buyout Dispute, Appeals Court Finds There Was No Basis for Jury to Set Aside Appraisers’ Contractually Mandated Value Determination
In buyout dispute, appeals court reverses trial court’s judgment, finding it was based on jury’s erroneous decision to set aside a contractually mandated appraisal and provide its own buyout price; there was no indication the appraisers misinterpreted the controlling partnership agreement; court remands.
Parrish v. Schroering
In buyout dispute, appeals court reverses trial court’s judgment, finding it was based on jury’s erroneous decision to set aside a contractually mandated appraisal and provide its own buyout price; there was no indication the appraisers misinterpreted the controlling partnership agreement; court remands ...
Indiana Supreme Court Issues Key Ruling on Discounts in Compelled Buybacks
Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale. In a freshly minted decision, the Indiana Supreme Court reversed the Court of Appeals, finding there was no blanket rule disallowing discounts in a compelled buyback. This is especially true where the parties exercised a shareholder agreement whose terms suggested the use of fair market value.
Indiana Supreme Court issues key ruling on discounts in compelled buybacks
Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale.
Indiana Supreme Court Rejects Blanket Rule Against Discounts in Compulsory, Closed-Market Share Buyback
High court says there is no blanket rule against the use of discounts in a compulsory, closed-market buyback; parties’ freedom to contract right allowed for discounts under shareholder agreement that mandated buyback of plaintiff’s minority interest by company under fair market value standard.
Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman II)
High court says there is no blanket rule against the use of discounts in a compulsory, closed-market buyback; parties’ freedom to contract right allowed for discounts under shareholder agreement that mandated buyback of plaintiff’s minority interest by company under fair market value standard.
Discounts inappropriate in valuing minority interest in mandatory buyback, appeals court rules
When a minority shareholder in an Indiana company was terminated as a director and officer, a dispute arose over whether, under a buyback agreement, the use of discounts for lack of control and marketability was permissible in valuing his shares.
In Mandatory Buyback, Indiana Appeals Court Disallows Use of Discounts
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman I)
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Tips for Valuing—and Designing—Buy-in and Buyout Agreements for Medical/Dental Practices
After hundreds of engagements, the author identifies a number of best practices for both the valuation analyst and the consultant with respect to buy-in/buyout arrangements.
Experts clash over definition of ‘net worth’ in New Jersey buyout dispute
Business partners often think that a buyout agreement will forestall future conflicts. A recent New Jersey case proves the opposite.
Namerow v. PediatriCare Associates, LLC
In pediatrician buyout suit, court says practice’s operating agreement requires net worth calculation; court agrees with defense expert’s definition of “net worth” as the value of assets minus liabilities, as stated in the balance sheets, and rejects proposed inclusion of intangible assets.