Indiana Supreme Court Rejects Blanket Rule Against Discounts in Compulsory, Closed-Market Share Buyback
High court says there is no blanket rule against the use of discounts in a compulsory, closed-market buyback; parties’ freedom to contract right allowed for discounts under shareholder agreement that mandated buyback of plaintiff’s minority interest by company under fair market value standard.
Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman II)
High court says there is no blanket rule against the use of discounts in a compulsory, closed-market buyback; parties’ freedom to contract right allowed for discounts under shareholder agreement that mandated buyback of plaintiff’s minority interest by company under fair market value standard.
In Mandatory Buyback, Indiana Appeals Court Disallows Use of Discounts
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman I)
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Breach of Noncompete Means Damages for ‘Loss Sustained’ and Lost Profits
In breach of noncompete case, appeals court finds measure of damages is not limited to net loss; statute allows damages “for the loss sustained” in addition to lost profits, and trial court properly credited and adjusted expert’s typical damages models.
Pattridge v. Starks
In breach of noncompete case, appeals court finds measure of damages is not limited to net loss; statute allows damages “for the loss sustained” in addition to lost profits, and trial court properly credited and adjusted expert’s typical damages models.
Bankruptcy Court Wary of Asset Approach in Solvency Analysis
Bankruptcy Court values Chapter 11 debtor on a going concern basis and finds the income approach is best suited to determine solvency at the time of critical financial transactions; the defendants’ expert properly relied on a contemporaneous Goldman Sachs ...
Whyte v. C/R Energy Coinvestment II, L.P. (In re SemCrud)
Bankruptcy Court values Chapter 11 debtor on a going concern basis and finds the income approach is best suited to determine solvency at the time of critical financial transactions; the defendants’ expert properly relied on a contemporaneous Goldman Sachs ...
In re Torch Offshore, Inc.
1 The C&D trial took place on February 11, 2008; the Hercules trial took place on March 6, 2008. Both C&D and Hercules were represented by the same attorney, and the same expert witnesses were used at the two trials. The same question of law was presented to the court in both cases, and so the court will issue one opinion for both cases, although the court will separately analyze the specific fact issues ...
Double-Dipping Rationale May Have Prompted Court To Prefer Asset Approach
Court citing goodwill and network of contacts to owner prefers asset approach to valuation of oilfield business.
Wold v. Wold
Court citing goodwill and network of contacts to owner prefers asset approach to valuation of oilfield business.
Stacey Renee Nelson v. Mark Eugene Nelson
The Missouri Court of Appeals, Western District, affirmed the trial court’s valuation. The lower court adopted the net asset value of the business as reported on a bank loan made in eth same month that the parties separated, despite the owner’s opinion th ...
Value Reported on Loan Application Adopted as Fair Market Value in the Absence of Expert Testimony
The Missouri Court of Appeals, Western District, affirmed the trial court’s valuation. The lower court adopted the net asset value of the business as reported on a bank loan made in eth same month that the parties separated, despite the owner’s opinion th ...
David E. Boone v. Peggy H. Boone
The Louisiana Court of Appeals, Second Circuit determined that distributions to a shareholder from an S Corporation following the termination of the marital regime should be characterized as income rather than civil fruits because the corporation had few ...
Post-Valuation Date Subchapter S Distributions Characterized as Earnings Rather than Property
The Louisiana Court of Appeals, Second Circuit determined that distributions to a shareholder from an S Corporation following the termination of the marital regime should be characterized as income rather than civil fruits.
Interstate Oil and Supply Company, et al. v. Troutman Oil Company
The Supreme Court of Arkansas affirmed the lost profits award to a gasoline distributor for breach of a supply contract with a service station.
Overhead Is Not Deducted When Calculating Lost Profits
The Supreme Court of Arkansas affirmed the lost profits award to a gasoline distributor for breach of a supply contract with a service station.
Liquidation Premise and Small Minority Discount Upheld
On appeal, the court found that the trial court erred in valuing Sun Well Service, Wife's interest in Imperial Oil of North Dakota and Husband's retirement accounts.
Marvin L. Kaiser v. Lillian Kaiser
The North Dakota Supreme Court affirmed the lower court's valuation of the parties' two business.
Ben Lomond, Inc. v. Louis Schwartz
The Alaska Supreme Court reversed a damage award for Lomond's breach of fiduciary duty to a joint salvage venture. The court found Lomond liable for improper charges to the joint venture. The damages were based on Schwartz's accounting records and testim ...
Reasonable Basis Required to Sustain Award of Damages for Breach of Fiduciary Duty
The Alaska Supreme Court reversed a damage award for Lomond's breach of fiduciary duty to a joint salvage venture.