Court Says Expert’s Inclusion of Intangible Assets Violates Buyout Agreement
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.
Expert’s Detailed Risk Analysis Bolsters Use of Deep Discount in Law Firm Valuation
In buyout dispute over law firm interest, court credits firm’s expert, noting his extensive relevant experience, his taking care to value interest under fair market value standard, as required by the partnership agreement, and his detailed risk analysis to support a deep discount.
Fredericks Peebles & Morgan LLP v. Assam
In buyout dispute over law firm interest, court credits firm’s expert, noting his extensive relevant experience, his taking care to value interest under fair market value standard, as required by the partnership agreement, and his detailed risk analysis to support a deep discount.
Louisiana Appeals Court Affirms Use of Discounts in LLC Valuations
Appeals court supports trial court’s decision to value departing member’s minority interest on fair market value basis pursuant to state statute rather than method specified in some existing corporate documents; appeals court affirms lower court’s discretion to apply post-Cannon discounts.
Wall v. Bryan
Appeals court supports trial court’s decision to value departing member’s minority interest on fair market value basis pursuant to state statute rather than method specified in some existing corporate documents; appeals court affirms lower court’s discretion to apply post-Cannon discounts.
Lynd v. Marshall County Pediatrics, P.C.
In share redemption dispute pivoting on missing shareholder agreement, high court finds corporate bylaws show trial court’s use of book value to value separating member’s stock was error but plaintiff failed to show right to fair value determination as a matter of law; court remands.
In Share Redemption Case, Bylaws Militate Against Book-Value Valuation
In share redemption dispute pivoting on missing shareholder agreement, high court finds corporate bylaws show trial court’s use of book value to value separating member’s stock was error but plaintiff failed to show right to fair value determination as a matter of law; court remands.
Crocker v. Greater Colo. Anesthesia
Appeals court agrees with trial court that deal price does not reflect target’s fair value because price resulting from merger of medical entities compensated shareholders for agreeing to substantial future pay reduction and for making other concessions.
Deal Price Represents Unreliable Starting Point for Fair Value Calculation
Appeals court agrees with trial court that deal price does not reflect target’s fair value because price resulting from merger of medical entities compensated shareholders for agreeing to substantial future pay reduction and for making other concessions.
R. Kashmiry & Assocs. v. Ellis
In shareholder dispute over minority owner’s stock buyout, appeals court finds trial court’s sole reliance on five-year-old valuation and its rejection of appraiser’s recent valuation violates parties’ shareholder agreement and requires revaluation.
Olli Salumeria Americana, LLC v. Vosmik
In buyout dispute, court rejects plaintiff’s request to set aside third-party appraisal performed pursuant to valuation agreement; court notes its limited role and high “palpable error” standard; alleged mistakes were not apparent on face of appraisal and there was no misconduct by appraiser.
Claims Against Third-Party Appraisal Crumple Under ‘Palpable Error’ Standard
In buyout dispute, court rejects plaintiff’s request to set aside third-party appraisal performed pursuant to valuation agreement; court notes its limited role and high “palpable error” standard; alleged mistakes were not apparent on face of appraisal and there was no misconduct by appraiser.
Hornberger v. Dave Gutelius Excavating, Inc.
Valuation of shares of terminated stockholder based on shareholder agreement that requires calculation of adjusted net book value and specified adjustments may include discounts, where discounts are consistent with industry practice, appellate court says.
Industry Practice Supports Discounts in Stock Redemption Valuation
Valuation of shares of terminated stockholder based on shareholder agreement that requires calculation of adjusted net book value and specified adjustments may include discounts, where discounts are consistent with industry practice, appellate court says.
Business Prenups, Relationship Counseling, and Corporate Divorce
Healthy business relationships are an essential component of business success. As an advisor, it is important to recognize the foundations of a healthy business relationship and to account for same in valuing a business. Join William Piercy and Mark Zyla for a discussion of the factors that improve or detract from productive business relationships and the impact of those factors on the value of a business. If internal dissension within the management, operations, or ownership ...
Goodwill-noncompete connection trips up buyer of medical practice
Ultimately, the parties reached a deal that included the sale of the building and the sale of the assets of the practice, as well as an employment contract for the doctor. The asset purchase agreement said the assets being sold included all of the practice's goodwill. At the same time, it allocated 100 percent of the purchase price to tangible assets: furniture, fixtures, equipment and supplies. The agreement also included noncompete and non-solicitation clauses.
Buy-Sell Agreement Fuels War Over Workable Stock Appraisal Method
In litigation over buy-sell agreement appellate court affirms that prior case law and the court’s decision do not mandate net asset valuation to determine value of plaintiff’s shares in defendant’s closely held corporation; the appropriate valuation metho ...
Sullivan v Troser Management, Inc.
In litigation over buy-sell agreement appellate court affirms that prior case law and the court’s decision do not mandate net asset valuation to determine value of plaintiff’s shares in defendant’s closely held corporation; the appropriate valuation metho ...