Nelson v. Craner, et al.
The New Jersey Superior Court, Somerset County, determined the value for stock in a law firm as set forth in the firm’s shareholders’ agreement should be enforced in favor of a shareholder, who committed a breach of fiduciary duty.
Protect clients against liability in buyout deals
I never cease to be amazed at the huge damage awards in breach of fiduciary duty liability suits in conjunction with company buyouts. Most of these awards could have been prevented. Last issue we ha ...
Extraordinary Circumstances Warrant Marketability Discount in Buyout
In November 1999, the Minnesota Court of Appeals ruled, in a case of first impression in Minnesota, that a marketability discount should not be applied to determine the fair value of Brian Follett's one-third interest in Advanced Communication Design Inc. (ACD).
Going-Concern Value, Not Liquidation Value, Comports With Fair Value
One of the issues in this shareholder oppression action was the valuation of plaintiff Terry J. Cooke's 25% interest in Fresh Express Foods Corporation Inc., a closely held Subchapter S corporation.
Christians v. Universal Nurses of Houston, Inc.
Issue is whether leases were entered into at less than fair value.
Verdict Reversed Due to Insufficient Evidence of Lease Values
In this combined minority oppression, breach of fiduciary duty, and shareholder derivative action, 20% shareholder Linda Stafford claimed that majority shareholders Linda Christians and Doug Christians inappropriately entered into furniture and equipment leases with Universal Nurses of Houston Inc. at less than fair value.
Appraisal Firm Not Liable for Professional Malpractice; ESOP Trustee Must Prove Justified Reliance
This trial court matter arose as a result of prior litigation in which the trustee of the Kroy ESOP was found liable for breach of its fiduciary duty.
Advanced Communication Design, Inc. v. Follett (II)
At issue is whether, in a court-ordered buy-out of a minority shareholder pursuant to Minn. Stat. § 302A.751 (1998), a marketability discount should be applied to the value of the shares.
Former Shareholder’s Salary Considered When Valuing His Interest Under the Oppressed Shareholder Statute
The Oregon Court of Appeals considered the fair value of a 25% interest in a closely held business in this oppressed shareholder action.
Cooke v. Fresh Express Foods
At issue is the valuation of plaintiff's interest in the defendant, Fresh Express Foods Corporation.
Conduct of the parties now a factor in New Jersey fair value determinations
Two recent New Jersey Supreme Court business valuation decisions seem to have established the principle that the behavior of a party seeking a fair value determination can play a role in determining ...
Andra v. Blount
Issue was whether a minority stockholder with appraisal rights could pursue claim that back-end merger price was rendered unfair by the defendants' breaches of fiduciary duty.
Minority Shareholder Has No Standing to Challenge Disclosures, Can Pursue Claim for Breach of Fiduciary Duty
This case involves a tender offer/back-end merger the defendants initiated.
William I Koch v. Koch Industries, Inc.
At issue is misrepresentation and omission of material facts during stock purchase negotiation, including evidentiary issues.
In re Frederick's of Hollywood, Inc. Shareholders Litigation
At issue is breach of fiduciary duties of care and loyalty by failing to obtain the highest available price for shareholders in the sale of Frederick's.
Exculpatory Clause Saves Frederick's of Hollywood Directors From Breach of Duty of Care Claim
This breach of fiduciary duty case came before the Delaware Court of Chancery on defendants' motion to dismiss.
Lack of Entire Fairness Results in $8 Million Disgorgement
This combined appraisal and breach of fiduciary duty action arises out of a series of transactions that culminated in the merger of International Telecharge Inc. (ITI) and Long Distance Communications Inc.
Lowinger v. Century Communications Corp.
At issue is breach of fiduciary duty owed to Class A shareholders, as part of a merger.
Appraisal Action Exclusive Remedy for Monetary Relief in New Jersey
Although this action is in Connecticut, it is governed by New Jersey law because the defendant was incorporated in New Jersey.
Bomarko v. International Telecharge
At issue in this fiduciary duty action case is the valuation of International Telecharge, a telephone service provider.
Advanced Communication Design, Inc. v. Follett (I)
At issue is whether the district court erred as a matter of law in not applying a lack of marketability discount when evaluating Follett's stock.
No Marketability Discount Applied to Determine Fair Value of Oppressed Shareholder's Stock
The issues in this breach of fiduciary duty case were: (1) whether a discount for lack of marketability should be applied in valuing a minority shareholder's shares when the sale results in the buyer becoming the sole owner of the company; (2) whether a minority shareholder has a fiduciary duty to other shareholders; and (3) whether the trial court abused its discretion in making the payment to the minority shareholder payable over 10 years.
Bank One Arizona v. Benchmark Valuation Consultants
At issue is the claim of professional malpractice.
Appraisal Firm Not Liable for Professional Malpractice ESOP Trustee Must Prove Justified Reliance
This trial court matter arose as a result of prior litigation in which the trustee of the Kroy ESOP was found liable for breach of its fiduciary duty.
Owen v. SoundView Financial Group
At issue is whether or not the defendants' judments should be protected by registration in the area where he lives and works.