Underlying Fairness Opinions’ Analyses Are Material Information
The Delaware Court of Chancery found that the underlying analyses that 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 tender his shares in connection with a tender offer the controlling shareholder made.
Gonsalves v. Straight Arrow Publishers, Inc. (IV)
This is the court of chancery's response to a remand with instructions from the Delaware Supreme Court.
Marketability Discount Rejected as Allowing Unfair Squeeze-Out; Prior Appellate Opinion to the Contrary Replaced on Rehearing
This opinion is the result of an application for rehearing in the Alabama Court of Appeals and replaces the court's earlier opinion of May 18, 2001.
Norton Co v. Smyth
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.
Bright-Line Rule Barring Discounts Is Inappropriate
The Washington Court of Appeals reversed a trial court’s bright-line rule prohibiting discounts for lack of marketability and built-in capital gains taxes when determining fair value in a dissenters’ rights action.
G. I. Joe's Inc v. Nizam
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.
Experts Rejected for Conflict of Interest and Failure to Use Management Projections
The issue in this case was the fair value of the shares of PharmaSciences Inc. (PSI).
Gagliano v Brennan (II)
The price offered in a cash-out merger was not fair value, but the minority shareholders that were to receive only cash in the cash-out merger were not statutory dissenters.
Kathryn Casey, et al. (Casey II) v. George G. Brennan, et al.
A divided New Jersey Supreme Court affirmed the appellate court’s decision denying Casey recovery of her attorney and expert witness fees in this appraisal action because she was not a statutory dissenter since she received cash rather than stock in a cas ...
Expert Witness Fees Unrecoverable in Appraisal Action
A divided New Jersey Supreme Court affirmed the appellate court’s decision denying Casey recovery of her attorney and expert witness fees in this appraisal action because she was not a statutory dissenter.
James Offenbecher v. Baron Services, Inc. (II)
Baron Services, Inc., acting pursuant to § 10-2B-13.30, Ala. Code 1975, sued James Offenbecher, one of its minority shareholders, seeking a determination of the fair value of Offenbecher's stock. Baron Services paid $72,488.49, its estimate of th ...
Compound Interest on Florida Dissenter's Award Upheld
The issue on appeal was whether the trial court abused its discretion in awarding compound interest to dissenting shareholders.
Gray v. Cytokine Pharmasciences, Inc.
The issue in this case was the fair value of the shares of PharmaSciences, Inc.
Computer Task Group, Inc. v. Peierls
The issue on appeal was whether the trial court abused its discretion in awarding compound interest to dissenting shareholders.
Mississippi Supreme Court Upholds Rejection of Minority and Marketability Discounts
This case came to the Mississippi Supreme Court on appeal from the Court of Chancery.
Application of Minority, Marketability Discounts Was Error
In this corporate dissenter's rights action, Lindoe Inc. appealed the trial court's valuation of its stock in Pueblo Bancorporation, a bank holding company.
Timothy Tansey v. Trade Show News Networks, Inc, et al. (Tansey I)
The Delaware Court of Chancery denied granting summary judgment regarding damages on a conversion claim. It found testimony was warranted becuase evidence, including an incomparable transaction and recent profit history, regarding the subject company's va ...
Prior Transaction Is Not Comparable in Conversion Case
The Delaware Court of Chancery denied granting summary judgment regarding damages on a conversion claim.
Trifad Entertainment, Inc., et al. v. Brad Andersen, et al.
The Montana Supreme Court determined that Anderson, a minority shareholder, violated the business corporation code when he dissolved Trifad Entertainment without notice to the majority shareholder. The Supreme Court found that even though the assets of th ...
Fair Value May Be Awarded to Controlling Shareholder When Minority Shareholder Is the Oppressing Party
The Montana Supreme Court determined that Anderson, a minority shareholder, violated the business corporation code when he dissolved Trifad Entertainment without notice to the majority shareholder.
Richton Bank & Trust Co. v. Bowen
The issue was whether the chancellor erred in eliminating discounts for lack of marketability and minority status from his determination of fair value.
New Jersey Follows Delaware Law in Dissenters' Rights Case
Plaintiff minority dissenting shareholders appealed, and defendant corporation cross-appealed, the trial court valuation of corporate stock.
Pueblo Bancorporation v. Lindoe, Inc. (I)
At issue is the valuation of shareholders stock in plaintiff, Pueblo Bancorporation.
Application of Minority, Marketability Discounts
In this corporate dissenter's rights action, Lindoe Inc. appealed the trial court's valuation of its stock in Pueblo Bancorporation, a bank holding company.
Application of Discounts Inappropriate
The Colorado Court of Appeals considered the valuation of a bank holding company in this dissenting shareholder action. It determined that minority interest and lack of marketability discounts were inappropriate in dissenting shareholder actions as a matt ...