Court Denies Deduction of Trapped in Capital Gains Tax; Disallows Deduction for Liquidation Costs
This appeal arose out of a cash-out merger of the minority stockholders of a closed-end investment fund known as Okeechobee Inc. (Okeechobee).
Fair Value Cannot Be Determined Using Net Asset Value Alone
The Delaware Supreme Court ruled that a corporation valued pursuant to the appraisal statute could not be valued solely by reference to its net asset value because net asset value equates to the theoretical liquidation value. The statute states that a bu ...
William I Koch v. Koch Industries, Inc.
At issue is misrepresentation and omission of material facts during stock purchase negotiation, including evidentiary issues.
Kansas Supreme Court Disallows Minority and Marketability Discounts in Shareholder Freeze-Out
The Supreme Court of Kansas heard an issue of first impression in this case: "Is it proper for a corporation to determine the 'fair value' of a fractional share pursuant to K.S.A. 17-6405 by applying minority and marketability discounts when the fractional share resulted from a reverse stock split intended to eliminate the minority shareholder's interest in the corporation?"
Liquidity Discount Inappropriate in Fair Value Case
The issue in this judicial appraisal action was the fair value of petitioners' 500,000 shares of WXL International Inc.
Matter of Seagrott Floral Co.
The statutory fair value of a closely held corporation as a going concern in New York includes the illiquidity risks of its shares, which may be measured by any reliable method, including a marketability discount or a discount to the capitalization rate.
Arnaud v. Stockgrowers State Bank
At issue is the fair value of fractional shares that resulted from a reverse stock split intended to eliminate the minority shareholder's interest in the corporation.
Katherine B. Arnaud, et al. v. Stockgrowers State Bank of Ashland, Kansas and Stockgrowers Banc Corp
The Kansas Supreme Court answered a certified question: Is it proper for a corporation to determine the fair value of a fractional share pursuant to K.S.A. sec. 17-6405 by applying minority and marketability discounts when the fractional share resulted fr ...
Advanced Communication Design, Inc. v. Follett (I)
At issue is whether the district court erred as a matter of law in not applying a lack of marketability discount when evaluating Follett's stock.
No Marketability Discount Applied to Determine Fair Value of Oppressed Shareholder's Stock
The issues in this breach of fiduciary duty case were: (1) whether a discount for lack of marketability should be applied in valuing a minority shareholder's shares when the sale results in the buyer becoming the sole owner of the company; (2) whether a minority shareholder has a fiduciary duty to other shareholders; and (3) whether the trial court abused its discretion in making the payment to the minority shareholder payable over 10 years.
Matter of Greek Peak, Inc. v. Harold A. Armstrong, et al.
The New York Supreme Court, Appellate Division, Third Department determined that the lower court erred when it accepted a valuation of a minority shareholder's stock which considered apprection resulting from the dissented to event and which did not consi ...
Illiquidity Discount Should Be Applied
The New York Supreme Court, Appellate Division, 3rd Department, determined that the lower court erred when it accepted a valuation of a minority shareholder's stock.
Minority and Marketability Discounts Are at Court's Discretion
Shareholders were offered $20 per share in a squeeze-out merger, effective July 31, 1997.
Borruso v. Communications Telesystems International
At issue is the fair value of the shares of common stock of WXL International, Inc. ("WXL"), a Delaware corporation, on the date on which WXL was merged with a with and into its parent corporation, Communications Telesystems International.
Court Concludes Fair Value Is 30 Times Price, Originally Offered Marketability Discount Inappropriate in Delaware Fair Value Case
The issue in this judicial appraisal action was the fair value of petitioners' 500,000 shares of WXL International Inc. (WXL).
Marketability Discount for 'Extraordinary Circumstances' Not Warranted
The primary issue before the New Jersey Supreme Court in this dissenters' appraisal rights case is whether a marketability discount should be applied in determining the fair value of the dissenters' shares of Lawson Mardon Wheaton Inc. (Wheaton).
Camino, Inc. v. Wilda Wilson
At issue is the meaning of "fair value" and the determination of the fair value of Wilson family's stock in Camino.
Wisconsin Court Refuses to Apply Minority Discount in Dissenting Shareholder Case
SSM Health Care System (SSM), a minority shareholder of HMO-Wisconsin Inc. (HMO-W), appealed the circuit court decision to apply a minority discount when it valued the fair value of SSM's HMO-W's shares prior to HMO-W's merger with United Wisconsin Services.
Lawson Mardon Wheaton, Inc. v. Smith (I)
At issue is how a court in a statutory appraisal action should determine the "fair value" of the shares of stock held by dissenting shareholders in a family-held corporation.
No Marketability Discount in New Jersey Dissenters' Rights Case
The primary issue before the New Jersey Supreme Court in this dissenters' appraisal rights case, decided the same day as Balsamides v. Protameen Chemicals Inc., is whether a marketability discount should be applied in determining the fair value of the dissenters' shares of Lawson Mardon Wheaton Inc. (Wheaton).
MPM Enterprises, Inc. v. Gilbert (III)
At issue is whether or not the Court of Chancery committed legal error or abused its discretion in its choice and application of appraisal methods.
Merger Terms and Unconsummated Prior Offers Not Relevant to Fair Value Determination
This case came before the Delaware Supreme Court on appeal from the Court of Chancery opinion in this statutory appraisal action.
Swope v. Siegel-Robert, Inc. (I)
Shareholders were offered $20 per share in a squeeze-out merger, effective July 31, 1997. Shareholders owning 426,900 shares dissented. The Court determined a fair value of $63.36 per share ...
HMO-W v. SSM Health Care System (I)
At issue is whether a circuit court may apply a minority discount when appraising the "fair value" of a dissenter's shares under § 180.1330, Stats.
Paskill v. Alcoma
At issue is the fair value of the plaintiff's cashed-out minority shareholders' shares of Okeechobee Inc., which merged with the defendant company.