Delaware Chancery Encourages Experts to Use More Than One Valuation Method
Delaware Chancery court finds “battle of the experts” is entirely one-sided, based on petitioner’s expert using only one valuation method, “fraught with error.”
Merger Prospectus Criticized for Misleading Discount Rate and Management Projections
Delaware Chancery enjoins merger based on flawed proxy statement, including overstated discount rate in valuation and selectively chosen cash flow projections.
Discount Rate, Management Projections, and More Decide State Fair Value Appraisal Action
Statutory fair value appraisal of automotive company turns on DCF inputs, including discount rate and management projections, plus one expert’s better industry experience and analysis.
Holiday Medical Center v. Weisman (II)
Statutory fair value determination does not require a court to consider the tax effects on each and every minority shareholder.
Brooks v. Brooks Furniture Mfgrs
Kentucky reviews case law and authorities and adopts majority rule precluding application of marketability discounts in dissenting shareholder appraisals.
Albert Trostel & Sons Co. v. Notz
Statutory fair value appraisal of automotive company turns on DCF inputs, including discount rate and management projections, plus one expert’s better industry experience and analysis.
Court Dissolves Business, All for Want of ‘Book Value’ Definition
State Supreme Court ratifies dissolution of corporation based on unenforceability of buy-sell agreement and its standard of “book value,” when general disarray and destruction of company records made determination of book value impossible.
In re Hanover Direct, Inc. Shareholder’s Litigation
Delaware Chancery court finds “battle of the experts” is entirely one-sided, based on petitioner’s expert using only one valuation method, “fraught with error.”
AICPA and NACVA Standards Support Normalization Adjustments in Shareholder Buyout
Court requires normalization adjustment in statutory appraisal of company, pursuant to its finding that shareholder salaries were excessive and that professional BV standards require normalization adjustments in income approach.
Special Legal Report: Important Delaware Chancery Case on Terminal Growth Rate, ERP, Betas, and Best Experts
Delaware Chancery adopts supply-side equity risk premium and discusses appropriate terminal growth rate, tax rate, and beta in the statutory fair value appraisal of Russian telecomm company.
Ehlinger v. Hauser (II)
State Supreme Court ratifies dissolution of corporation based on unenforceability of buy-sell agreement and its standard of “book value,” when general disarray and destruction of company records made determination of book value impossible.
Blackburn v. TKT and Associates, Inc.
Court requires normalization adjustment in statutory appraisal of company, pursuant to its finding that shareholder salaries were excessive and that professional BV standards require normalization adjustments in income approach.
Maric Capital Master Fund, Ltd. v. Plato Learning, Inc.
Delaware Chancery enjoins merger based on flawed proxy statement, including overstated discount rate in valuation and selectively chosen cash flow projections.
Global GT LP v Golden Telecom, Inc. (I)
Delaware Chancery adopts supply-side equity risk premium and discusses appropriate terminal growth rate, tax rate, and beta in the statutory fair value appraisal of Russian telecomm company.
Delaware Chancery Confirms Preference for DCF, Distrust of Company-Specific Premium
Delaware Chancery court confirms its preference for a DCF analysis, discredits company-specific risk premium, discusses circular logic behind selection of small-firm risk premium, and rejects value adjustment for post-merger conversion to an S Corp.
In re Sunbelt Beverage Corp. Shareholder Litigation
Delaware Chancery court confirms its preference for a DCF analysis, discredits company-specific risk premium, discusses circular logic behind selection of small-firm risk premium, and rejects value adjustment for post-merger conversion to an S Corp.
Statutory Fair Value of Real Estate Holding Company Includes Transaction Costs, Taxes
Court considers whether statutory fair value appraisal should include transactional costs and tax effects of selling a company’s sole asset, a commercial office building.
Shawnee Telecom Resources, Inc. v. Brown (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.
Brynwood Co. v. Schweisberger
Court considers whether statutory fair value appraisal should include transactional costs and tax effects of selling a company’s sole asset, a commercial office building.