Should ‘Highest and Best Use’ Govern Fair Value Standard in Dissenting Shareholder Case?
New Jersey court considers whether “highest and best use” is appropriate standard in shareholder dissent cases.
New York Court’s Fair Value Award in Shareholder Oppression Case Deducts Present Value of Built-In Gains Tax
Fair value award in shareholder oppression case deducts present value of built-in gains tax.
Does Dissenting Shareholder Interest Include Value of Projected Future Income?
Court considers whether dissenting shareholder interest should also include the value of projected future income.
Holiday Medical Center v. Weisman (I)
New Jersey court considers whether “highest and best use” is appropriate standard in shareholder dissent cases.
Murphy v. United States Dredging Corp.
Fair value award in shareholder oppression case deducts present value of built-in gains tax.
MS Holdings, LLC v. Malone
Court considers whether dissenting shareholder interest should also include the value of projected future income.
Applying Statutory Fair Value Discounts From Shareholder Dissent to Oppression Cases
Court analogizes shareholder oppression to dissent cases.
Valuation of Poorly Run Newspaper Turns on Normalization of Margins
Normalization of margins plays a key role in valuation of newspaper as a "going concern."
More Credible Corporate Valuation Includes Nonoperating Assets
Fair market value of corporation must include nonoperating assets.
Edler v. Edler
Court analogizes shareholder oppression to dissent cases.
Cox Enterprises, Inc. v. News-Journal Corp.
Normalization of margins plays a key role in valuation of newspaper as a "going concern."
Delaware Chancery Rejects DCF Analysis in Insurance Company Appraisal
Delaware Chancery Court favors “shared synergies” and actuarial analysis in the fair value appraisal of an insurance conglomerate’s merger.
Case of First Impression: Does Statutory Fair Value Include a Control Premium?
Iowa Supreme Court considers whether 1999 amendments to Model Business Corporation Act precluding marketability and minority discounts also permits control premium.
Lack of Fair Value Appraisal Leaves Minority Shareholder With Assessment of Discounts
Minority shareholder fails to provide fair value appraisal of shares, leaving company’s discounted valuation as the only alternative.
Callos Professional Employment, LLC v. Greco
Fair market value of corporation must include non-operating assets.
Highfields Capital, Ltd. v. AXA Financial, Inc.
Delaware Chancery Court favors “shared synergies” and actuarial analysis in the fair value appraisal of an insurance conglomerate’s merger.
Swope v. Siegel-Robert, Inc. (II)
United States Court of Appeals FOR THE EIGHTH CIRCUIT ___________ Nos. 99-3114/3178/00-2234 ___________ Thomas A. Swope, Judy N. Swope, * Estate of O.W. Schneider, Jr., by * and through personal representatives * for the Estate of O.W. Schneider, * Jr., Tracy Leigh Schneider Morris; * O.W. Schneider, III; Kris Douglas * Schneider; Melody Dawn Schneider; * Mark William Schneider; Tracy * Appeals from the United States Leigh Schneider Morris; O.W. * District Court for the ...
Northwest Investment Corp. v. Wallace
Iowa Supreme Court considers whether 1999 amendments to Model Business Corp. Act precluding marketability and minority discounts also permits control premium.
Trietsch v. Circle Design Group
Minority shareholder fails to provide fair value appraisal of shares, leaving company’s discounted valuation as the only alternative.
When ‘Fair Value’ Is Not the Standard of Value in State Shareholder Disputes
Court accepts marketability discounts to determine fairness of corporate stock transaction in shareholder dispute.
Delaware Chancery Prefers 'Traditional’ Over ‘Intuitive’ DCF in Appraisal Action
Delaware Chancery prefers traditional DCF analysis over market approaches to calculate fair value for merger price.
Kim v The Grover C Coors Trust
In this shareholders’ suit, plaintiff, Chinyun Kim, appeals the trial court’s judgment finding against Kim and in favor of defendants, the Grover C. Coors Trust, William K. Coors, Jeffrey H. Coors, the Adolph Coors, Jr. Trust, the May Kistler Coors Tru ...
Fair Value in Shareholder Dissent Warrants Minority Discount
Minority discount applies to statutory fair value valuation of minority owner’s stock, where no evidence of wrongful conduct by corporation.
Latest State Court Rules on Whether Discounts Apply in Shareholder Dissent Cases
Wyoming Supreme Court joins “vast majority” of states to preclude application of discounts to “fair value” determinations in shareholder oppression cases.
‘9/11 Defense’ Fails to Justify Unfair Merger
A “9/11 defense” fails to obviate unfair merger price, and valuation highlights difficulties inherent in assessing specific and small-company risk in overseas markets.