Cortes v. 3A N. Park Ave. Rest Corp.
In buyout case, calculation of fair value of minority shareholder’s interest in restaurant turns on forensic accountant’s credit/cash ratio analysis; New York trial court says law recognizes lack of marketability as a factor in valuing closely held corpor ...
Perez v. Bruister (I)
In ESOP case, court finds trustees unreasonably relied on appraiser’s valuations and overpaid for company stock; court credits parties’ three experts equally and arrives at fair market value by averaging results from experts’ multiple calculations.
Lane v. Lampkin (I)
Appeals court finds trial court did not err when it incorporated net book value calculation in its lost profits analysis in a case claiming breach of fiduciary duty and usurpation of business opportunity; dissent says damages calculation is “illogical.”
Can Defendant Disclaim Its Own Projections to Undo Expert’s Valuation?
Appeals court strikes down $28.2 million award to minority owner finding expert’s determination of the present value of the owner’s interest in income-producing properties relied on majority owner’s unreliable internal projections; although a party’s effo ...
Citrin Holdings, LLC v. Minnis
Appeals court strikes down $28.2 million award to minority owner finding expert’s determination of the present value of the owner’s interest in income-producing properties relied on majority owner’s unreliable internal projections; although a party’s effo ...
Accounting Expert’s Profits Analysis Must Provide a Detailed Discussion of the Fixed and Variable Expenses Attributable to the Infringing Product
The U.S. Court of Appeals, Third Circuit determined that while willfulness was a factor to be considered, a finding of willfulness was not required before an accounting of an infringer’s profits could be ordered for violation of section 43(a) of the Lanham Act ...
Banjo Buddies, Inc. v. Joseph T. Renosky
The U.S. Court of Appeals, Third Circuit determined that while willfulness was a factor to be considered, a finding of willfulness was not required before an accounting of an infringer’s profits could be ordered for violation of section 43(a) of the Latha ...
Matthews critiques Mercer's Simplot case review
In his review of Estate of Richard R. Simplot v. Commissioner , 112 T.C. No. 13 (1999), Chris Mercer missed the principal point of the decision. The key issue was whether the premium for v ...
Adelson v. Adelson
Father purchases stock back from his son five months prior to liquidating the company's main asset, making it possible to settle notes with stockholders for higher value.
Minority Interest Discount Considered
The Massachusetts Court of Appeals considered whether the inclusion of discounts in the purchase price a majority shareholder paid to a minority shareholder for his stock was material information that should have been disclosed to the minority shareholder.
Motion to Exclude Banker Using DCF Method Denied
Participants in CommutAir’s Employee Stock Ownership Plan brought this ESOP litigation alleging numerous claims of breach of fiduciary duty by the trustee and others involved in the ESOP.
Fair Value Damages Potentially Include Strategic Premium
One of the issues in this shareholder dispute was the proper measure of damages owed to minority shareholders who were bought out at substantially less than subsequent sale price to a strategic buyer.
Henry v. Champlain Enterprises, Inc. (I)
In this case, a purchase for the ESOP was valued incorrectly, the IRS determining that the valuation did not take into consideration the lack of marketability due to the remaining shares ...
George P. Viener v. Neal Jacobs, et al.
The Pennsylvania Superior Court reversed a trial court's determination of value in this oppressed shareholder case.
Judith A. Lawton et al. v. Robert Nyman et al.
Following trial, the district court found officers and directors with voting control of a closely held family corporation, Nyman Manufacturing Co., to be in breach.
Theory of Damages for Closely Held Company’s Officers’ Breach of Fiduciary Duty of Disclosure in Connection With Redemption of Corporate Stock Explored
The U.S. Court of Appeals considered the fiduciary duties between majority and minority shareholders in a closely held company and damages flowing from that breach.
Richard Crabtree v. Metalworks & Hydra-Assembly, Inc., et al.
The Ohio Court of Appeals, 10th District, affirmed the lower court’s valuation of goodwill in a metallurgy, machining, and fabrication business in this breach of fiduciary duty case.
Shareholder Agreement Controls Valuation in Breach of Contract Action
One of the issues in this breach of contract and breach of fiduciary duty case was the value of plaintiff Biren's 20% interest in Equality Emergency Medical Group, Inc. and E.E.M.G.-SIMI, Inc. (collectively "Equality") to be redeemed by the corporations.
Breach of Fiduciary Duty Results in Award of 100% the Value of Business to Wronged Spouse
The Court of Appeals upheld the trial court's valuation of the business at $327,000 and award of 100% of the value to wife.
Biren v. Equality Emergency Med. Group
Iissue in this breach of contract and breach of fiduciary duty case was the value of Biren's 20% interest in healthcare businesses to be redeemed by the corporations.
In re the Marriage of Valdovinos
Court of appeals noted that the trial court "offered a detailed analysis" of how it reached it's valuation and so upheld it.