Michael F. Taylor v. American Speciality Retailing Group, Inc.
The Delaware Court of Chancery considered the fair value of a minority interest in a retail sporting goods chain. The court considered the experts’ discounted cash flow, comparable company, and transaction valuations. It gave great weight to the managemen ...
Management Projections Given Weight in DCF Valuation
The Delaware Court of Chancery considered the fair value of a minority interest in a retail sporting goods chain.
Dissenting shareholder must be record or beneficial shareholder
The supreme court reversed the lower court ruling, holding that Gilman, who did not become a shareholder of record until after the shareholders meeting, was not entitled to assert dissenters rights. A ...
Alabama Joins 'No Marketability Discount' Trend in Shareholder Actions
The issue of first impression in this dissenting shareholder action was whether the trial court's application of a marketability discount in determining the fair value of the dissenters shares in a cash-out merger was appropriate.
Fair Value Is Pro Rata Share of Sale Price in Arm's-Length Asset Sale
In this case of first impression under the Arizona dissenters' rights statute, the corporation appealed a trial court ruling accepting the dissenting shareholders' expert's conclusion of fair value over that of the corporation's expert.
Emerald Partners v. Ronald P. Berlin, et al.
The Delaware Court of Chancery determined that a fairness opinion, obtained in conjunction with a stock for stock merger, was a fair representation of value to the shareholders. The shareholders brought suit against the defendant, contesting the valuatio ...
Entire Fairness of Merger Considered
The Delaware Court of Chancery determined that a fairness opinion, obtained in conjunction with a stock for stock merger, was a fair representation of value to the shareholders.
In re Allied Capital Corp. Securities Litigation
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK In re ALLIED CAPITAL CORPORATION SECURITIES LITIGATION. 02 Civ. 3812 (GEL) OPINION AND ORDER Marc A. Perrone, Stull, Stull & Brody, New York, NY (Jules Brody and Aaron Brody, Stull, Stull & Brody; S. Gene Cauley, J. Allen Cauley, and Deborah Sallings, Cauley Geller Bowman & Coates LLP, Little Rock, AR; David Kessler and Michael K. Yarnoff, Bala Cynwyd, PA; on the brief), for Plaintiffs. Charles ...
James Offenbecher v. Baron Services, Inc. (III)
Baron Services, Inc., an Alabama corporation ("Baron Services"), petitioned this Court for a writ of certiorari to review whether the Court of Civil Appeals erred in reversing the trial court's judgment with respect to the fair value of Baro ...
Gilman v. Davis
Successor corporation held liable to dissenting stockholder for the fair value of his stock.
Colorado Supreme Court Affirms Court of Appeals; No Marketability Discounts in Dissenters' Rights Cases as a Matter of Law
In this case, Pueblo Bancorporation appealed the Court of Appeals' reversal of the trial court's determination of the shares owned by Lindoe Inc., a minority shareholder of Pueblo.
Entire Fairness Versus Solomon Standard
The minority shareholders of Pure Resources, Inc. filed a motion for preliminary injunction to block the tender offer, which was to be followed by a short-form merger, initiated by majority shareholder Unocal Corp.
John A. Gentile, et al. v. SinglePoint Financial, Inc.
The Delaware Court of Chancery considered the fair value of the dissenters’ stock in this emerging high technology services company. Because a default judgment was entered against SinglePoint, only the dissenters’ expert testified to its value. The value ...
Emerging Technology Company Valued Using Comparable Transactions
The Delaware Court of Chancery considered the fair value of the dissenters’ stock in this emerging high-technology services company.
No Marketability Discount in Fair Value Determination Pessimistic Earnings Projections Rejected in Favor of Reality-Based Projections
The issue in this dissenting shareholder action was whether the trial court erred in its valuation of the minority shareholders' Zinetics Medical Inc. stock pursuant to a forced sale of the stock to Zinetics' parent corporation, Medtronic Inc.
Pro Finish USA, Ltd. v. Johnson
In this case of first impression under the Arizona dissenters' rights statute, the corporation appealed a trial court ruling accepting the dissenting shareholders' expert's conclusion of fai ...
Pueblo Bancorporation v. Lindoe, Inc. (II)
At issue is the application of a lack of marketability discount for the value of shares owned by the minority shareholder, Lindoe, Inc., in Pueblo Bancorporation.
Hogle v. Zinetics Med., Inc.
At issue is the valuation of minority shareholder's interest in Zinetics Med, Inc.
Chancery Court Discusses Methodology in Latest Chapter of Gonsalves
This is the latest installment in the ongoing saga of the Gonsalves v. Straight Arrow Publishers Inc. dissenting stockholder suit.
Milton Applebaum v. Avaya, Inc., et al.
The Delaware Supreme Court affirmed the lower court's definition of fair value as market value for the purposes of determining the value of a stock split under 8 Del. sec. 155. Becuase Avaya, Inc. was publically traded over the NYSE, the trading price was ...
Fair Value Is Market Value
The Delaware Supreme Court affirmed the lower court's definition of fair value as market value for the purposes of determining the value of a stock split under 8 Del. sec. 155.
Cashed-Out Minority Not Statutory Dissenters
This case is on appeal from the New Jersey Court of Appeals case, 2001 N.J. Super. LEXIS 331, that was abstracted in the October 2001 issue of the BVU.
Fair Value Affected by Existence of Stock Options
The issue in this case was the existence of certain stock options in favor of the company's president, which would affect the value of a dissenting shareholder's shares.
No DLOM Absent Extraordinary Circumstances; Bright-Line Rule Prohibiting Built-in Gains Discount Rejected
The issue, in this case of first impression in Washington, was the propriety of discounts for lack of marketability and built-in capital gains in a dissenters' rights proceeding.
Pure Resources, Inc. v. Shareholders Litigation
The Delaware Court of Chancery found that the underlying analyses thta formed the basis for an investment banker's fairness opinion should have been disclosed to the shareholders, and that such information was material to a shareholder's decision to tende ...