Hall v. Glenn’s Ferry Grazing Assoc.
Minority discount applies to statutory fair value valuation of minority owner’s stock, where no evidence of wrongful conduct by corporation.
Brown v. Arp and Hammond Hardware Co
Wyoming Supreme Court joins “vast majority” of states to preclude application of discounts to “fair value” determinations in shareholder oppression cases.
In re PNB Holding Co.
Delaware Chancery prefers traditional DCF analysis over market approaches to calculate fair value for merger price.
Kathryn Casey v. Amboy Bancorporation (Casey III)
The New Jersey Superior Court, Appellate Division affirmed a lower court’s calculation of fair value and its treatment of synergies in this dissenters’ rights action. It permitted the determination of fair value to be based on the highest feasible sale pr ...
New Jersey Considers Fair Value and Synergy
The New Jersey Superior Court, Appellate Division, affirmed a lower court’s calculation of fair value and its treatment of synergies in this dissenters’ rights action.
Must-Read Opinion From Chancery Court on Tax Affecting, DCF Discounts, and More
“Must-read” opinion from Delaware Chancery Court on tax affecting, DCF discounts, and more.
Gesoff v. IIC Industries Inc., et al.
The Delaware Court of Chancery determined that a company-specific risk premium should not be added when computing the cost of capital when there is no financial analysis supporting the company-specific risk. Furthermore, the court held that a small stock ...
Small-Stock and Company-Specific Risk Premia Considered in Fair Value Analysis
The Delaware Court of Chancery determined that a company-specific risk premium should not be added when computing the cost of capital when there is no financial analysis supporting the company-specific risk. Furthermore, the court held that a small stock ...
Delaware Open MRI Radiology Associates, P.A. v. Kessler, et al.
“Must-read” opinion from Delaware Chancery Court on tax affecting, DCF discounts, and more ...
Court Rejects DCF Approach Where Inputs Are 'Untethered to Reality'
In this appraisal action, the only valuation issue was the value of only one of the merged company’s assets.
Delaware Sees DCF Approach as Best for Appraisal Action
The principal issue in this appraisal action was the fair value of dissenters’ stock in Trilithic Inc. (Trilithic), a close corporation that had merged with and into another corporation of the same name.
Valuation Upheld Against Party That Fails to Use Independent Valuation Sources
Verizon Inc. had offered to buy MCHC’s majority holder, Palmer Wireless Holdings (Palmer), if Verizon’s initial public offering was successful and if Palmer could acquire 100% of the stock in all of the companies it held.
Henke v. Trilithic, Inc.
The Delaware Court of Chancery determined the fair value of an interest in a financially troubled closely held electronics manufacturer using a discounted cash flow method. In performing the valuation, the court considered issues involving management proj ...
Montgomery Cellular Holding Co., Inc. v. Dobler
Verizon Inc. had offered to buy MCHC’s majority holder, Palmer Wireless Holdings (Palmer), if Verizon’s initial public offering was successful and if Palmer could acquire 100% of the stock in all of the companies it held.
Delaware Supreme Court Affirms Valuation Methodology, But Not Value
This dissenting stockholder appraisal action, arising out of a cash-out merger of the minority shareholders of Technicolor Inc., has been in litigation for over two decades.
Chancery court charts own course in appraisal action
The issue in this appraisal action was the value of the shares of eMachines Inc., a company that provided low-cost computer goods to consumers.
Analysis Leads Chancery Court to Seek Its Own Valuation
The issue in this appraisal action was the value of the shares of two cellular companies (Janesville and Sheboygan).
Cede & Co. v. Technicolor, Inc.
This dissenting stockholder appraisal action, arising out of a cash-out merger of the minority shareholders of stock of Technicolor, Inc., has been in litigation for over two decades.
Court Rejects DCF and Uses Comparable Public Company Method
A minority shareholder of Travelocity.com Inc. (Travelocity) brought a dissenting shareholder action contesting the $28 per share it received in a short-form merger of Travelocity and seeking a determination of the fair value of its shares.
Finkelstein v. Liberty Digital, Inc.
In this appraisal action, the only valuation issue was the value of only one of the merged company's assets.
Aversion to 'Costly Appraisal' Lands Majority in Court: 'Transaction Method' Carries the Day
The issue in this appraisal action was the value of Montgomery Cellular (MCHC), a telecommunications holding company.
In re U.S. Cellular
The issue in this appraisal action was the value of the shares of two cellular companies (Janesville and Sheboygan).
Delaware Critiques Conventional BV Models for Valuing an Emerging, Short-Lived Niche Company But Goes With DCF
The issue in this appraisal action, filed by Robert Michael Lane, was the fair value of the common stock of Cancer Treatment Centers of America Inc. (CTCA or the Company).
Bingham Consolidation Company v. Robert Groesbeck, et al.
The Utah Court of Appeals affirmed the lower court’s decision to consider the effect of a majority shareholder’s breach of fiduciary duty on the stock value when determining that stock’s value in a dissenting shareholders’ appraisal action. It found that ...
Loss of Value Occasioned by Majority Shareholder’s Breach of Fiduciary Duty Considered in Statutory Appraisal Action
The Utah Court of Appeals affirmed the lower court’s decision to consider the effect of a majority shareholder’s breach of fiduciary duty on the stock value when determining that stock’s value in a dissenting shareholders’ appraisal action.