New Jersey DLOM ruling inches ancient dissenting shareholder suit to conclusion
The parties' most recent fight focused on whether the prevailing expert's DCF analysis embedded a marketability discount to account for illiquidity. If not, the trial court had to decided what the appropriate DLOM rate was. The plaintiff-selling shareholder argued in favor of a zero DLOM, the defendants-buying shareholders presented an expert valuation that specified a 35% DLOM, based on the expert's use of a market approach.
Additional Valuation Information Worthless? Delaware Chancery Thinks So
Asked to probe the value of the disclosures and by extension the fairness of the settlement to the absent class members, the Chancellor used the occasion to detail the problems related to disclosure settlements. He noted the Chancery’s historical practice of approving such settlements, even though they frequently were of marginal value to the plaintiffs. He considered this past attitude of the court one of the causes for the explosion of deal litigation “beyond the realm of reason."
Court refuses to take stand on minority discount in buyback of shares
The parties retained a sole appraiser, whom they both knew from past appraisals he had done of the company. Prior to formally engaging the appraiser, in a court hearing, both sides broached the issue of whether it was appropriate to apply a minority discount in valuing the plaintiff's shares. The court declined to weigh in on the subject, but told the parties the minority discount issue should form “part of the discussion” they needed to have over the valuation methodology.
Why Del. Chancery rejects merger price in 'Dell' statutory appraisal action
It decided to give no weight to the final merger price—$13.75 per share, and a special $0.13 dividend issued to all shareholders—but rely exclusively on its own post-transaction DCF analysis to determine the fair value of the company. In so doing, the court deviated from a number of Chancery decisions—several issued in 2015—that found the deal price was the most reliable indicator of the company’s fair value.
Chancery achieves fair value with three imperfect valuation techniques
The whole is greater than the sum of its parts. Perhaps Chancellor Bouchard thought of Aristotle when he recently ruled in a statutory appraisal action that, even though the results of three common valuation techniques were unreliable indicators of value, in combination they established fair value.
Chancery says bids in squeeze-out merger are not comparable
The Delaware Court of Chancery recently cut short a challenge to a going-private merger when it dismissed the plaintiffs' complaint. The plaintiffs unsuccessfully argued the defendants breached their fiduciary duties when they favored the controller's lower bid over a third-party bidder's higher offer.
Chancery relies on income approach to determine fair value in problematic bank merger
In a statutory appraisal action, the Delaware Court of Chancery recently found the deal price did not reflect fair value because the sales process was suboptimal. Certain other methods the parties' experts used also were inadequate to the task, the court said.
Tennessee dissenters claim Delaware block method is passé
The use of the Delaware block method in Tennessee recently came under attack in a case involving a closely held Nashville, Tenn.-based media company whose controlling shareholders had pursued a squeeze-out merger and later asked the trial court for a judicial appraisal of the dissenting shareholders' interest.
Delaware Court of Chancery says no to expert’s novel approach to beta calculation
In an appraisal proceeding in which the Delaware Court of Chancery favored the discounted cash flow analysis as the means with which to determine fair value, the court had sharp words for the company expert’s decision to introduce a new way for calculating equity beta.
BVLaw Case Update: A One-Hour Briefing
In BVR's second legal briefing, BVR Legal Editor Sylvia Golden and expert appraiser Jim Alerding team up to once again provide appraisers with the most pressing court decisions presented in BVLaw™ and Business Valuation Update™. From the vast and growing compilation of case law procured throughout the United States, Golden and Alerding examine the legal decisions that carry the most weight for appraisers and appraisals, as well as the lessons taught by each decision.
BVLaw Case Update
Case law matters. Tune into BVLaw Case Update to deepen your understanding of the business valuation and damages litigation landscape. Knowing what goes on in court and what the law is makes you a more effective and sought-after expert. Join veteran valuator, speaker, and teacher Jim Alerding (Alerding Consulting LLC) and BVR’s own legal editor, Sylvia Golden, for a review of a number of significant recent court decisions, including key statutory appraisal rulings from the ...
BVLaw Case Update: A One-Hour Briefing
It’s 2017, and BVLaw Case Update is back. Join veteran valuation analyst Jim Alerding (Alerding Consulting LLC) and BVR’s legal editor, Sylvia Golden, for a one-hour discussion of some of most impactful recent valuation and economic damages decisions. This conversation will delve into statutory fair value opinions coming out of Tennessee and Delaware; a Section 1031 Tax Court decision by Judge Laro, one of the court’s most influential voices, addressing methodology and attorney-appraiser communications; and ...
BVLaw Case Update
Join Jim Alerding, a veteran valuator, and, Sylvia Golden, BVR’s legal editor, as they discuss six recent valuation and damages cases, including reviewing the applicable legal and valuation principles and highlighting developments in various litigation contexts. This selection of state and federal cases features a controversial buyout case, several contract actions with problematic damages evidence, and divorce proceedings featuring conflicting valuation methodology.
BVLaw Case Update: A One-Hour Briefing
BVR’s Case Law Update returns. Find out which recent opinions from state and federal courts have valuators talking, frowning, or puzzled by tuning in to a one-hour briefing with BVR’s executive legal editor, Sylvia Golden, and valuation expert, James Alerding (Alerding Consulting). The presenters will discuss six decisions from various legal disciplines that affect how practitioners approach litigation.
BVLaw Case Update: A One-Hour Briefing
BVR’s Case Law Update returns. Find out which recent opinions from state and federal courts have valuators talking, frowning, or puzzled by tuning in to a one-hour briefing with BVR’s executive legal editor, Sylvia Golden, and valuation expert James Alerding (Alerding Consulting). The presenters will discuss six decisions from various legal disciplines that affect how practitioners approach litigation. This round of noteworthy cases includes opinions that wrestle with issues such as double dipping, measuring compensation ...
BVLaw™ Case Update: A One-Hour Briefing
On August 21, the BVLaw™ Case Update returns with a one-hour briefing from BVLaw™ Legal Editor Sylvia Golden and valuation expert James Alerding. Join BVR’s point-counterpoint answer to Shields and Brooks, Couric and Lauer, and Hall and Oates for a discussion of recent and impactful judicial decisions that shape the methods and practices of valuation professionals. Their docket of must-know cases will include the statutory appraisal that introduced the Delaware Chancery to the DCCF method ...
Quarterly Case Update: A One-Hour Briefing
Each month, Business Valuation Update™ is packed with digests and briefings of recent court decisions that will impact valuation methodologies, reports, and testimony. In this, the first quarterly case update, BVR legal editor Sylvia Golden and expert appraiser James Alerding will review six to 10 of these cases from the preceding quarter in a one-hour briefing. For each case, Alerding's interpretation of the short- and long-term implications for appraisers and other financial experts will follow ...