Battle of Three Experts Turns on Reliability of Third-Party Appraisals
Valuation of commercial fishing and processing business in dissenting shareholder action illustrates difficulty of BV experts having to rely on third party (marine vessel) appraisals.
No Preference for Normalized DCF in DE Chancery
Delaware Chancery Court declines to establish a valuation preference for “normalized” discounted cash flow analysis.
DE Chancery Accused of Becoming Its ‘Own Expert Witness’
Delaware Supreme Court affirms $2 billion award for minority shareholders, based on finding that Chancery Court did not become “its own expert witness” in calculating fair value of shares from various sources, including expert DCF values.
Judicial Buyout at Fair Value Trumps Buy-Sell at Book Value
Texas court of appeals affirms equitable award of fair value for oppression of 10% minority shareholder at “enterprise value” rather than at book value of buy-sell agreement, and upholds $300,000 award based on expert’s enterprise valuation.
Another ‘Must-Read’ Decision From Delaware Chancery on the DCF, Discount Rate, and More
Delaware Chancery Court confirms its preference for the DCF approach in a statutory appraisal action as well as the CAPM for calculating the discount rate and the supply-side ERP, but rejects an adjustment to the size premium to account for the latter.
NY Statutory Fair Value Includes Discounts Only for Less Than 50% Interest
New York court determines statutory fair value and buy-out price for insurance agency based on credible expert valuation, but excluding any marketability discount for a 50% interest.
IQ Holdings, Inc. v. American Commercial Lines Inc.
Delaware Chancery Court declines to establish a valuation preference for “normalized” discounted cash flow analysis.
DE Chancery Favors Supply-Side ERP, Rejects Size Premium ‘Liquidity Adjustment’
Delaware Court of Chancery prefers supply-side equity risk premium over historical ERP in statutory appraisal action, but rejects “novel” liquidity adjustment to size premium.
Americas Mining Corporation v. Theriault
Teaser: Delaware Supreme Court affirms $2 billion award for minority shareholders, based on finding that Chancery Court did not become “its own expert witness” in calculating fair value of shares from various sources, including expert DCF values.
Cardiac Perfusion Services, Inc. v. Joubran
Texas court of appeals affirms equitable award of fair value for oppression of 10% minority shareholder at “enterprise value” rather than at book value of buy-sell agreement, and upholds $300,000 award based on expert’s enterprise valuation.
In re: Appraisal of The Orchard Enterprises, Inc.
Delaware Chancery Court confirms its preference for the DCF approach in a statutory appraisal action as well as the CAPM for calculating the discount rate and the supply-side ERP, but rejects an adjustment to the size premium to account for the latter.
SnoPac Products, Inc. v. Spencer
Valuation of commercial fishing and processing business in dissenting shareholder action illustrates difficulty of BV experts having to rely on third party (marine vessel) appraisals.
In the Matter of Zulkofske
: New York court determines statutory fair value and buy-out price for insurance agency based on credible expert valuation, but excluding any marketability discount for a 50% interest.
Court Favors Expert Over Owners in Dissenting S/H Dispute
Fair value for dissenting shareholder does not include the actual profits of the company after the effective valuation date, in this case the dissolution of the corporation.
Reasonable Compensation Is Focus of Restaurant Value in Shareholder Litigation
Unanimous agreement among three appraisers persuades court to adopt their fair market value for a new restaurant, including deductions for reasonable compensation and rejection of DCF approach.
Del. Chancery Says ‘Suspicious’ Valuations Tainted Merger
Despite a disturbing record of questionable valuations and conflicted financial advisors and principals, the Delaware Chancery Court declines to enjoin the billion-dollar merger of Kinder Morgan with El Paso.
Gearreald v. Just Care Inc.
Delaware Court of Chancery prefers supply-side equity risk premium over historical ERP in statutory appraisal action, but rejects “novel” liquidity adjustment to size premium.
Hubbard v. Phil’s BBQ of Point Loma, Inc.
Unanimous agreement among three appraisers persuades court to adopt their fair market value for a new restaurant, including deductions for reasonable compensation and rejection of DCF approach.
In re El Paso Corp. Shareholders Litigation
Despite a disturbing record of questionable valuations and conflicted financial advisors and principals, the Delaware Chancery Court declines to enjoin the billion-dollar merger of Kinder Morgan with El Paso.
Rickert v. Dakota Sanitation Plus, Inc.
Fair value for dissenting shareholder does not include the actual profits of the company after the effective valuation date, in this case the dissolution of the corporation.
Ky. Adopts Majority Rule in Statutory Fair Value Determinations (Shawnee I)
Kentucky Court of Appeals precludes the net asset value method as well as marketability and minority discounts in statutory fair value determination of dissenting shareholder’s interests.
Ky. Adopts Majority Rule in Statutory Fair Value Determinations (Shawnee II)
Kentucky Supreme Court agrees with appellate court regarding the preclusion of minority and marketability discounts in statutory appraisals for dissenters’ actions, but finds that net asset value method is proper to consider along with “generally accepted ...
Shawnee Telecom Resources, Inc. v. Brown (Shawnee II)
Kentucky Supreme Court agrees with appellate court regarding the preclusion of minority and marketability discounts in statutory appraisals for dissenters’ actions, but finds that net asset value method is proper to consider along with “generally accepted ...
Synergies Lie at Core of Cable TV Systems Sale
Delaware Chancery Court finds price and process for sale of cable TV systems was fair, despite contemporaneous valuation that appraised the systems individually rather than on aggregate, and did not expressly include or quantify synergies.