Finkel v. Palm Park, Inc.
In LLC member dispute, court faces “conundrum” where fair value buyout seeks to avoid LLC’s dissolution and court leans on expert’s FMV valuation using net asset value approach premised on “orderly liquidation”; court notes FMV is based on hypothetical actors and transaction, not specific parties.
Court’s Fair Value Determination Leans Heavily on Expert’s Fair Market Valuation Premised on Liquidation
In LLC member dispute, court faces “conundrum” where fair value buyout seeks to avoid LLC’s dissolution and court leans on expert’s FMV valuation using net asset value approach premised on “orderly liquidation”; court notes FMV is based on hypothetical actors and transaction, not specific parties.
Fir Tree Value Master Fund v. Jarden Corp., (Jarden III)
High court affirms trial court’s use of unaffected market price as fair value in statutory appraisal involving merger of publicly traded company; high court rejects petitioners’ late argument that, where sale process was flawed and company failed to prove synergies, deal price should act as floor.
No ‘Long-Recognized Principle’ Against Use of Market Price as Fair Value Indicator, High Court Says
High court affirms trial court’s use of unaffected market price as fair value in statutory appraisal involving merger of publicly traded company; high court rejects petitioners’ late argument that, where sale process was flawed and company failed to prove synergies, deal price should act as floor.
Nelson v. Commissioner
In gift tax case, Tax Court finds donor transferred percentages in limited liability company rather than fixed dollar amounts based on language in transfer instruments; further, where transferred minority interests include elements of control, minority discount should be reduced, not eliminated.
Court Says Reduced Minority Discount Appropriate Where Minority Interest Has Elements of Control
In gift tax case, Tax Court finds donor transferred percentages in limited liability company rather than fixed dollar amounts based on language in transfer instruments; further, where transferred minority interests include elements of control, minority discount should be reduced, not eliminated.
Grieve v. Commissioner
In gift tax dispute, Tax Court rejects IRS expert’s valuation of noncontrolling, nonmarketable interests in two LLCs; expert proposed valuation theory and method were intended to lower opposing experts’ minority and marketability discounts but lacked support in facts, case law, or among peers.
Tax Court Rejects IRS’ Value Analysis, Finding It Assumes Additional Actions Not ‘Reasonably Probable’
In gift tax dispute, Tax Court rejects IRS expert’s valuation of noncontrolling, nonmarketable interests in two LLCs; expert proposed valuation theory and method were intended to lower opposing experts’ minority and marketability discounts but lacked support in facts, case law, or among peers.
Court Says Corrected DCF Still Supports Original Fair Value Determination
Responding to petitioners’ motion for reargument, court concedes and corrects errors in court’s original DCF analysis but finds corrected DCF model still corroborates the original fair value determination; court affirms its reliance on unaffected market price as fair value indicator.
In re Appraisal of Jarden Corp. (II)
Responding to petitioners’ motion for reargument, court concedes and corrects errors in court’s original DCF analysis but finds corrected DCF model still corroborates the original fair value determination; court affirms its reliance on unaffected market price as fair value indicator.
Court of Chancery Rules Unaffected Market Price Is Best Evidence of Fair Value
Court finds record shows unaffected market price is best evidence of fair value; court says company expert’s efficient market analysis and event study provide strong support for use of market price; court’s own DCF analysis generates value close to market price, thus corroborating market price.
In re Appraisal of Jarden Corp. (I)
Court finds record shows unaffected market price is best evidence of fair value; court says company expert’s efficient market analysis and event study provide strong support for use of market price; court’s own DCF analysis generates value close to market price, thus corroborating market price.
Telfer v. Telfer
In context of determining appreciation in value, appeals court says trial court did not err when it applied DLOM in valuing partial interests in businesses representing wife’s separate property; DLOM use is within trial court’s discretion and depends on facts of the case.
Tennessee Appeals Court Defers to Trial Court on DLOM Use in Divorce
In context of determining appreciation in value, appeals court says trial court did not err when it applied DLOM in valuing partial interests in businesses representing wife’s separate property; DLOM use is within trial court’s discretion and depends on facts of the case.
Tax Ct. How-to of Valuing Holding Company, Avoiding Accuracy Penalty
Tax Court favors net-asset-value over capitalized-dividend approach for FMV determination of interest in holding company with marketable securities because NAV starts out on “firm ground” with stock prices one can look up whereas income approach relies en ...
Estate of Richmond
Tax Court favors net-asset-value over capitalized-dividend approach for FMV determination of interest in holding company with marketable securities because NAV starts out on “firm ground” with stock prices one can look up whereas income approach relies en ...
Must LLC Produce a Subsidiary’s Valuation Records to a Member?
Delaware Chancery outlines the scope of documents that are required to be produced for those seeking to value a closely-held company, including its wholly-owned subsidiary that lacks, in reality, a “separate existence.”
DFG Wine Co., LLC v. Eight Estates Wine Holdings
Delaware Chancery outlines the scope of documents that are required to be produced for those seeking to value a closely-held company, including its wholly-owned subsidiary that lacks, in reality, a "separate existence."
AmBase Corp. v. United States
Federal Court of Claims accepts market value approach to valuing failed thrift in Winstar case, and rejects Gordon Growth model for failing to account for bank’s unstable earnings and its alternative investment opportunities in a “non-breach” world.
Keller v. United States
Federal district court approves 47.5% combined discount for lack of marketability and lack of control for transfer of $250 million in FLP assets (investment bonds).
‘9/11 Defense’ Fails to Justify Unfair Merger
A “9/11 defense” fails to obviate unfair merger price, and valuation highlights difficulties inherent in assessing specific and small-company risk in overseas markets.
Gesoff v. IIC Industries Inc., et al.
The Delaware Court of Chancery determined that a company-specific risk premium should not be added when computing the cost of capital when there is no financial analysis supporting the company-specific risk. Furthermore, the court held that a small stock ...
Small-Stock and Company-Specific Risk Premia Considered in Fair Value Analysis
The Delaware Court of Chancery determined that a company-specific risk premium should not be added when computing the cost of capital when there is no financial analysis supporting the company-specific risk. Furthermore, the court held that a small stock ...
Aversion to 'Costly Appraisal' Lands Majority in Court: 'Transaction Method' Carries the Day
The issue in this appraisal action was the value of Montgomery Cellular (MCHC), a telecommunications holding company.
Dobler v. Montgomery
The issue in this appraisal action was the value of Montgomery Cellular (MCHC), a telecommunications holding company.