Appeals court upholds Lund buyout ruling and fair value determination
A protracted Minnesota buyout dispute involving the heirs to a local grocery store empire, Lunds & Byerlys, may have reached the end following a recent ruling from the state appeals court. The reviewing court upheld the trial court’s decision to grant the minority shareholder’s request for a buyout as well as the court's fair value determination.
Almost Forty Years of Business Valuation Review—Historical Articles
Includes archived articles from the 1980s, 1990s, 2000s, and the current decade of the 2010s. These are but a small sample of the nearly 800 articles published and available online from the Business Valuation Review.
Kendall Hoyd & Silver v. Trussway Holdings
Delaware Court of Chancery finds DCF analysis is the best way to achieve fair value in a statutory appraisal case arising out of a contested merger; court’s analysis leans heavily on company expert’s analysis regarding contested inputs, including projections, beta, and terminal value.
Court Chooses DCF to Determine Fair Value in ‘Straightforward’ Appraisal Case
Delaware Court of Chancery finds DCF analysis is the best way to achieve fair value in a statutory appraisal case arising out of a contested merger; court’s analysis leans heavily on company expert’s analysis regarding contested inputs, including projections, beta, and terminal value.
TAF releases VFR on contingent consideration
The Appraisal Foundation (TAF) has issued a Valuation in Financial Reporting (VFR) advisory on valuing contingent consideration, also known as earnouts.
Ongoing saga of New York’s out-of-step position on DLOM
We’ve followed the continuing tale of New York’s inconsistent position with respect to the discount for lack of marketability in fair value proceedings (for example, see this coverage).
Contentious Lund buyout and fair value rulings survive appeal
The Minnesota appeals court recently upheld the district court’s buyout order and fair value determination related to a well-known local grocery store chain, Lunds & Byerlys.
Hospital financial challenges make projections tricky
A recent survey reveals some of the financial issues that valuation experts should examine when doing projections.
Paper says Delaware blundered in Dell and DFC Global
A paper analyzes what it calls “critical mistakes” in two Delaware Supreme Court decisions concerning appraisal rights.
Take a fresh look at IRS data on healthcare organizations
Over the past few years, the IRS has become a treasure trove of financial information regarding nonprofit healthcare organizations.
BVU News and Trends February 2019
A monthly roundup of key developments of interest to business valuation experts.
Court upholds Section 1031 tax ruling, affirming appraisals were unreliable
In 2016, the U.S. Tax Court found for the Internal Revenue Service in a dispute over a series of exchanges that Exelon, the tax payer, designated as section 1031 transactions. The court found these were not like-kind exchanges and expressed dismay over the appraisals the tax payer offered to support its claim for significant deductions.
BVU News and Trends January 2019
A monthly roundup of key developments of interest to business valuation experts.
2018 Key Business Valuation and Damages Cases
Choices for the most interesting and pivotal court cases of 2018 involving business valuation issues.
Appraisal Review: What It Is, What It's Not—And Why It Matters
The purpose of this article is to clarify what appraisal review is and is not, according to USPAP Standards 3 and 4, and the ways in which appraisal review education can be of benefit to appraisers and ultimately benefit the users of the appraisals. Further discussion includes the qualities that determine credibility of an appraisal, the importance of focusing on the review and critique of a specific appraisal report rather than the appraiser, and the ...
New study of M&A deals spotlights fairness opinions
A study of about 2,000 M&A deals from 2006 to 2016 suggests that acquirers should pay closer attention to the fairness opinions third-party analysts provide.
Alternative payment models in healthcare
A significant impact on the revenue picture for healthcare providers is coming from alternative payment models, such as value-based payments and bundled payments.
Home health and hospice M&A activity soars
For three quarters in a row, there have been at least 20 publicly announced acquisitions of home health or hospice companies, a much higher quarterly volume than during most of 2017, according to new data from HealthCareMandA.com (Irving Levin Associates).
‘Real-World Market Evidence’ Does Not Support Dissenters’ Damages Claim, Chancery Says
Chancery says plaintiffs proved directors breached fiduciary duties and duty to disclose but failed to prove damages; court rejects plaintiff experts’ DCF analysis, noting problematic projections and beta; “real-world market evidence” shows company was not worth more than deal price.
In re PLX Tech. Stockholders Litig.
Chancery says plaintiffs proved directors breached fiduciary duties and duty to disclose but failed to prove damages; court rejects plaintiff expert's DCF analysis, noting problematic projections and beta; “real-world market evidence” shows company was not worth more than deal price.
Analysis of appraisal rights
An analysis that compares appraisal rights in the U.S., France, and Romania is in the University of Pennsylvania Journal of Business of Law.
Appeals Court Upholds Tax Court’s Section 1031 Decision Pivoting on ‘Tainted Appraisals’
Appeals court upholds Tax Court’s ruling that taxpayer’s transactions do not represent section 1031 like-kind exchanges because taxpayer never assumed ownership of replacement plants; improper input from taxpayer’s law firm tainted appraisals used to show otherwise; accuracy penalty is justified.
Exelon Corp. v. Commissioner
Appeals court upholds Tax Court’s ruling that taxpayer’s transactions do not represent section 1031 like-kind exchanges because taxpayer never assumed ownership of replacement plants; improper input from taxpayer’s law firm tainted appraisals used to show otherwise; accuracy penalty is justified.
Industry Snapshot: Home Hospice Firms
An at-a-glance overview of the valuation nuances of home hospices firms, based on a webinar presented by Darcy Devine and William Hamilton, who are both with Buckhead FMV.
Aruba Networks: Should Appraisals Rely on Unaffected Market Price?
Delaware appraisal decisions in recent years have effectively endorsed the concept that the price paid in an arm’s-length transaction is “fair value” when there has been a “robust” sales process. This article examines the “troubling” ruling in which the court based its appraisal solely on the unaffected market price.