‘Hybrid’ Approach to Quantify Loss of Beer Franchise Contracts
Court uses hybrid approach to quantify diminished value in business resulting from franchisees’ loss of beer brands; it means determining FMV of franchise contracts by way of DCF and adding loss in value of other assets directly related to loss of brands.
Adjusted Merger Price Superior to Other Valuation Methods
In appraisal arbitrage case, Chancery finds merger price adjusted for synergies is best indicator of fair value of company; dissenter’s DCF value rests on unsound management projections and its comparable transactions analysis uses too few data points.
Merion Capital LP & Merion Capital II LP v. BMC Software
Chancery favors merger price, without synergy adjustment, over DCF-generated value, noting uncertainties over key inputs such as projections, equity risk premium, terminal growth rate as well as the “wildly divergent” DCF results of the parties’ experts.
In re Mercury Companies, Inc. (II)
On remand, Bankruptcy Court determines sale of plaintiff’s subsidiaries to defendants yielded “reasonably equivalent value” when viewed from objective creditor’s perspective, under FMV standard and without considering debtor’s subjective needs or beliefs.
Chancery Decries Accounting Firm’s Compromised Valuation
Chancery says major accounting firm’s merger-related appraisal represents “new low”; to achieve client’s goal of zero corporate tax liability, firm abandoned sound prior approaches and simply copied another accounting firm’s report and called it its own.
Chancery Adopts Merger Price Sans Cost Savings Reduction
Chancery agrees with company expert’s reliance on merger price as best estimate of fair value of company where DCF and comparable companies analyses lack reliable data, but court rejects downward adjustment for purported cost savings related to merger.
In re Dole Food Co. (Dole III)
In joint fairness/statutory appraisal action, Chancery finds defendants’ fraud defeated financial advisor’s ability to produce reliable DCF, notwithstanding advisor’s “heroic” efforts to create “the most credible and reliable projections in the case.”
Tax Court Tacitly Approves of IRS Solvency Assessment
In transferee liability case, solvency experts use gamut of valuation methods to establish when subject became insolvent; Tax Court does not endorse any one approach but appears to give nod to IRS market-based solvency analysis.
Financial Advisor’s ‘Real Client Was the Deal,’ Says Chancery
Chancery says “dropdown” of assets from parent to master limited partnership resulted in overpayment; transaction was enabled by financial advisor that took orders from parent regardless of whether opinion “made sense as a matter of valuation theory.”
Fox v. CDx Holdings
Chancery says major accounting firm’s merger-related appraisal represents “new low”; to achieve client’s goal of zero corporate tax liability, firm abandoned sound prior approaches and simply copied another accounting firm’s report and called it its own.
LongPath Capital, LLC v. Ramtron International Corp.
In appraisal arbitrage case, Chancery finds merger price adjusted for synergies is best indicator of fair value of company; dissenter’s DCF value rests on unsound management projections and its comparable transactions analysis uses too few data points.
Tri Cnty. Wholesale Distribs. v. Labatt USA Operating Co. LLC
Court uses hybrid approach to quantify diminished value in business resulting from franchisees’ loss of beer brands; it means determining FMV of franchise contracts by way of DCF and adding loss in value of other assets directly related to loss of brands.
Court Rejects Flat Prohibition Against Double Dipping
Appeals court finds Ohio statute requires trial court to consider income from all sources in calculating spousal support and overrules Heller I to extent Heller imposes a flat prohibition against double dipping; mandate is to ensure fairness and equity.
Chancery Assigns Secondary Role to Post-Merger DCF
In an appraisal action, Chancery says merger price stemming from robust sales process is best indicator of value; court’s own DCF valuation “is close to the market,” but problematic projections make it more suitable as a check on the sales-derived price.
Merlin Partners LP v. AutoInfo, Inc.
Chancery agrees with company expert’s reliance on merger price as best estimate of fair value of company where DCF and comparable companies analyses lack reliable data, but court rejects downward adjustment for purported cost savings related to merger.
Valuators in Taking Case Disagree Over Measure of Damages
Court deems expert’s discretionary cash flow analysis an appropriate formula for determining loss to owner of expropriated business but says compensation calculation may be based on other methods, including rule of thumb guide for selling donut shop.
Treatment of Debt Skews Valuation of Franchise Business
Appeals court acknowledges impossibility of duplicating calculations underlying trial court’s valuation of husband’s LLC owning McDonald’s franchises but surmises result hinges on treatment of funds from family trust to LLC as debt, rather than equity.
What Role for Revenue Ruling 59-60 Factors in Valuing Closely Held Business?
Expert’s use of Revenue Ruling 59-60 for valuation of closely held business and for damages calculation does not render opinion inadmissible under Daubert, court says, noting that scope of revenue ruling goes beyond valuation of estate and gift taxes.
In re El Paso Pipeline Partners, L.P. Derivative Litig.
Chancery says “dropdown” of assets from parent to master limited partnership resulted in overpayment; transaction was enabled by financial advisor that took orders from parent regardless of whether opinion “made sense as a matter of valuation theory.”