In re MFW Shareholders Litig.
DE Chancery adopts business judgment review standard where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor demonstrate merger was favorable to minority stockholders.
Leone v. Owsley
Court says determination of repurchase price of departing partner’s stake is subject to operating agreement giving defendants absolute control over valuation; absent bad faith conduct, court declines to scrutinize appraisals underlying buyout offer.
Baldwin v. Bader (II)
U.S. Court in Maine excludes expert testimony because, despite his extensive experience and effort, he did not have specific experience valuing personal guarantees.
Cement-Lock v. Gas Technology Institute
Court excludes IP valuation evidence under the new business rule, but grants new trial because defendants failed to make a sufficient objection during the original proceedings.
Gray v. Cytokine Pharmasciences, Inc.
The issue in this case was the fair value of the shares of PharmaSciences, Inc.
ACP Master, Ltd. v. Sprint Corp.
In joint fiduciary-appraisal action centering on Sprint’s acquisition of minority interest in related entity, Chancery says merger was entirely fair and adopts respondent expert’s DCF analysis; huge value gap is 90% due to experts’ choice of projections.
Estate of Malkin v. Commissioner
Tax Court finds transfer of $16 million in marketable securities to two FLPs fail to qualify as bona fide, non-tax business transactions when decedent retained full use of assets, including pledging them as collateral for personal debt.
Valuing Quarries and Mines
The extraction of minerals from beneath the ground is a centuries-old endeavor. Despite its age, the quarry and mining business is still evolving, engaging and developing new technologies, refining existing regulation, and responding to rapid changes in demand for various minerals. In Valuing Quarries and Mines, expert Michael Nowobiliski discusses the classic considerations and emerging trends that are making quarry and mine valuations more complex and challenging than ever. Join him to learn how to ...
SIGA Technologies, Inc. v. PharmAthene, Inc.
In major pharmaceutical case, state Supreme Court finds DE Chancery did not abuse its discretion when it awarded plaintiff lump-sum expectation damages and its findings supporting the new damages determination were not clearly erroneously.
First Annapolis Bancorp., Inc. v. the United States
Bank purchases ailing federal thrift before passage of FIRREA; afterward, the government’s regulatory forbearances become worthless and bank loses $13.7 million of the purchase price, as supported by expert evidence regarding value of forbearances.
Valuation of Home Health Service Providers
While the valuation approaches of home healthcare businesses are, in many ways, no different than those of any other business, key aspects of these service providers must be considered in order to properly assess value. In this webinar, Part 3 of BVR's 2013 Online Symposium on Healthcare Valuation, experts Alan Simons and Gary Massey discuss how industry organization, associated risks, nonprofit status, and other factors affect the valuation of home health service providers.
Coca-Cola Co. v. Comm'r
Coca-Cola had been applying a transfer pricing method called the 10-50-50 since it entered into a closing agreement with the IRS in 198, covering the years 1987 to 1995. Coca-Cola had consistently followed that transfer pricing method; the IRS had audited Coca-Cola annually and “signed off” on that transfer pricing method for over a decade. Upon examination of Coca-Cola’s tax returns for 2007 to 2009, the IRS determined that Coca-Cola’s transfer pricing methodology did not reflect arm’s-length norms because it overcompensated the supply point and undercompensated Coca-Cola. The IRS reallocated income between Coca-Cola and its supply points employing the comparable profits method (CPM) pursuant to Reg. Sec. 1.482-5. The IRS increased Coca-Cola’s taxable income by over $9 billion assessing over $3 billion in additional taxes!
Feesers Inc. v. Michael Foods Inc.
Court finds sufficien proof for “stunning” case of price discrimination based on expert evidence.
In re Residential Capital, LLC
Ruling on the adequate protection claim of junior secured noteholders (JSNs) in a complex bankruptcy proceeding, court finds JSNs failed to prove a diminution in the value of their cash collateral during case; flawed assumptions and inputs invalidate the ...
Stephanos v. Stephanos (In re Marriage of Stephanos)
Trial court adopts goodwill value determination of wife’s expert (residual method) as well as expert’s finding that none of goodwill in family business is personal to owner spouse; business’s success was not dependent on owner’s continued presence or his execution of a noncompete, court says.
In re Marriage of Heroy
Divorce court considers combined discounts for lack of marketability and control for husband’s interest in real estate and manufacturing concern.
Perez v. First Bankers Trust Services, Inc.
Court finds ESOP trustee liable for causing plan to overpay; trustee “delegated” valuation to ESOP valuator without inquiring into valuation components, including projections, and without exploring “glaring” gaps (industry analysis) in valuation report.
Davidson v. United States
Court finds USPS’s unauthorized use of image of Las Vegas Lady Liberty on stamps infringed creator’s copyright and awards damages resulting from a hypothetical mixed license; USPS’s unique licensing history does not limit damages under applicable fair market value measure of damages.
Dana Corp. v. Microtherm, Inc.
Court finds evidence of indivisible lost profits damages insufficient when law specifically requires a separate breakdown of damages caused by each defendant in breach of contract case.
Mission Critical in Divorce: 10 Key Insights in 50 Minutes-a Free AAML/BVR Virtual Divorce Conference Preview
Brought to you by the American Academy of Matrimonial Lawyers (AAML) and Business Valuation Resources (BVR), this free preview for the Virtual Divorce Conference brings together attorneys, valuation professionals, and industry experts in a one action-packed, 60-minute session. Get short compelling lessons that you need to know now. This year’s conference focuses on the topics most impacted by divorce, and anyone serving business owners involved in matrimonial dissolution can get access to this premium preview ...
Ehlinger v. Hauser (II)
State Supreme Court ratifies dissolution of corporation based on unenforceability of buy-sell agreement and its standard of “book value,” when general disarray and destruction of company records made determination of book value impossible.
Baker v. Seaworld Entm’t, Inc.
Court grants class certification in securities fraud case; defense expert’s event study to show absence-of-price-impact fails to rebut presumption of reliance; plaintiff meets predominance requirement and its expert offers valid classwide damages model.
Floorgraphics, Inc. v. News America Marketing In-Store Services, Inc.
Two appraisers testify to lost profits and lost business analysis, defend against Daubert attack. Court examines search for comparables.
How to Prepare a Discount for Lack of Marketability for the IRS
Join Michael Gregory, formerly of the IRS, to hear the most current thinking on discounts for lack of marketability. In this program, Gregory will offer his insights into the IRS Job Aid on Discount for Lack of Marketability that he championed while at the IRS. Take advantage of his firsthand knowledge and extensive experience in the private sector when addressing DLOM issues—particularly when they involve federal tax or technical issues. You won't want to miss ...
Koehler v. Netspend Holdings Inc.
Court agrees with plaintiff shareholder that the proposed merger was the result of a defective sale process that included the company board’s reliance on a weak fairness opinion with valuations that were “poor indicators” of the company’s value; the sale ...