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DE Chancery Plumbs Merger Price for ‘Speculative Value Elements’

In statutory appraisal action, Chancery scrutinizes merger price for downward or upward adjustment based on improper inclusion of synergistic value or exclusion of value stemming from business opportunities arising prior to consummation of merger.

Huff Fund Investment Partnership v. CKx, Inc. (II)

In statutory appraisal action, Chancery scrutinizes merger price for downward or upward adjustment based on improper inclusion of synergistic value or exclusion of value stemming from business opportunities arising prior to consummation of merger.

Delware Chancery Prefers Use of Merger Price to Determine Fair Value

In statutory appraisal action, Chancery finds experts’ comparable analyses and DCF analyses are unreliable techniques with which to determine the target’s fair value; instead, the court opts to adopt the merger price, which it says resulted from a sales p ...

Huff Fund Investment Partnership v. CKx, Inc. (I)

In statutory appraisal action, Chancery finds experts’ comparable analyses and DCF analyses are unreliable techniques with which to determine the target’s fair value; instead, the court opts to adopt the merger price, which it says resulted from a sales p ...

Court Rejects Market Cap ‘Bright Line Rule’ Regarding Goodwill Impairment Testing

A company’s book value exceeding its market capitalization is not a “bright line” test for triggering goodwill impairment, and the court dismissed claims for securities fraud for failing to state a more precise triggering event.

‘Levered’ DCF for Bankrupt Business Fits the Facts but Falls to Daubert Standard

Bankruptcy court rejects expert’s “levered DCF” approach under Daubert, finding it untested, unreliable, and unused in any other court or commonly accepted valuation.

In re Young Broadcasting, Inc.

Bankruptcy court rejects expert’s “levered DCF” approach under Daubert, finding it untested, unreliable, and unused in any other court or commonly accepted valuation.

City of Omaha, NE Civilian Employees’ Retirement System v. CBS Corp.

A company’s book value exceeding its market capitalization is not a “bright line” test for triggering goodwill impairment, and the court dismissed claims for securities fraud for failing to state a more precise triggering event.

Startup Businesses Can Prove Lost Profits Without Actual Record of Past Earnings

This was a legal malpractice action with an extremely complicated set of facts, in which plaintiffs claimed that defendants breached their fiduciary duties, causing them millions of dollars in damages.

Kilpatrick v. Wiley, Rein & Fielding

Legal malpractice action with an extremely complicated set of facts. Plaintiffs claimed that defendants breached their fiduciary duties, causing millions of dollars in damages.

Court Cites Factors in Revenue Ruling 59-60 to Determine 'Fair Value'; Minority and Marketability Discounts Left to Trial Court's Discretion

The issue in this case is the "fair value" to be assigned to the dissenting shareholders' common stock in Weigel, a company engaged in the business of commercial television broadcasting.

Weigel Broadcasting Company v. Lloyd C. Smith, et al.

The Illinois Court of Appeals, 1st District, affirmed the lower court's decision to apply valuation discounts in this dissenting shareholder action. The minority shareholders dissented to a cash-out, reverse merger. The court applied valuation discounts.

Valuation Discounts Allowed in Reverse Merger

The Illinois Court of Appeals, 1st District, affirmed the lower court's decision to apply valuation discounts in this dissenting shareholder action.

More Cases ... Shareholder Dispute: Weigel Broadcasting

This case was reopened on the dissenter's opinion that the trial court discounted the value of their shares due to their illiquidity and minority, thereby equating fair value with market value and erring as a matter of law.

Weigel Broadcasting v. Smith

At issue is the meaning of the words "fair value" in the Business Corporation Act.

Judge Laro Denies Lack of Marketability Discount in Valuing 100% Stock Interest

The estate of Joseph Cloutier held 100% of the stock of Corporation for General Trade (CGT) at the time of Mr. Cloutier's death.

Cloutier v. Commissioner

Business Valuation and Taxes: Procedure, Law and Perspective ...

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