Delaware Chancery Court Cites Differences in Cash-Flow Assumptions as Cause for Large Discrepancy in Value
In this appraisal action to determine fair value, petitioner Ramcell Inc. exercised its appraisal rights in asking for a statutory appraisal of the value of its 155 shares of Jackson Cellular Telephone Co. Inc. The respondent, Alltel Corp. (dba Verizon Wireless), had converted the 155 shares at a value of $2,963 per share. “Respondent’s expert opines that Jackson’s per-share value was $5,690.92 at the time of the merger. Petitioner’s expert has offered two appraisal ranges, opining that, at the high end, Jackson’s per-share value was $36,016 on the merger date.” Both parties agreed that the DCF method should be the sole method for determining the value. The Delaware Chancery Court, using that method, determined the fair value of each share at $11,464.57. The court noted that the disparity in the parties’ valuations was due to disagreements as to the inputs to the DCF model and how they should be calculated.
Ramcell, Inc. v. Alltel Corp.
In this appraisal action to determine fair value, petitioner Ramcell Inc. exercised its appraisal rights in asking for a statutory appraisal of the value of its 155 shares of Jackson Cellular Telephone Co. Inc. The respondent, Alltel Corp. (dba Verizon Wireless), had converted the 155 shares at a value of $2,963 per share. “Respondent’s expert opines that Jackson’s per-share value was $5,690.92 at the time of the merger. Petitioner’s expert has offered two appraisal ranges, opining that, at the high end, Jackson’s per-share value was $36,016 on the merger date.” Both parties agreed that the DCF method should be the sole method for determining the value. The Delaware Chancery Court, using that method, determined the fair value of each share at $11,464.57. The court noted that the disparity in the parties’ valuations was due to disagreements as to the inputs to the DCF model and how they should be calculated.
Official Comm. of Unsecured Creditors of LB Steel, LLC v. Steelcast Ltd. (In re LB Steel, LLC)
The Bankruptcy Court in this case dealt with an adversary complaint from the Official Committee of Unsecured Creditors. The committee sought to avoid and recover payments the debtor made within the 90 days leading up to the bankruptcy filing to the parent company. For reasons including that the debtor was insolvent during that 90-day period, the court decided in favor of the committee and ordered the payments avoided and ordered the parent company to repay the debtor’s estate.
Bankruptcy Court Orders Parent Company to Repay Payments Within 90 Days of Filing
The Bankruptcy Court in this case dealt with an adversary complaint from the Official Committee of Unsecured Creditors. The committee sought to avoid and recover payments the debtor made within the 90 days leading up to the bankruptcy filing to the parent company. For reasons including that the debtor was insolvent during that 90-day period, the court decided in favor of the committee and ordered the payments avoided and ordered the parent company to repay the debtor’s estate.
BV News and Trends September 2022
A monthly roundup of key developments of interest to business valuation experts.
‘ESG Ratings: A Compass Without Direction’
That’s the title of a new paper out of the Stanford Graduate School of Business that examines the concerns over the reliability of the various ratings schemes for environmental, social, and governance (ESG) factors.
Let's Get Real About the Dividend Growth Model
The dividend growth model, sometimes called the dividend discount model or discounted cash flow model, is a commonly used tool for estimating the cost of equity capital, particularly in the context of utility rate setting and unitary appraisal. Although the assumption of constant growth in perpetuity is almost never realistic, the constant growth version of the model is still commonly used in practice. However, given modern computing technology, there is no reason not to use ...
BV News and Trends August 2022
A monthly roundup of key developments of interest to business valuation experts.
Parties' Motions to Exclude Each Other’s Experts Are Granted in Part and Denied in Part
In this trade secrets and breach of contract case, portions of each expert’s testimony were found to be offering a factual narrative that is within the purview of a lay jury to ascertain. Those portions of testimony were excluded for both experts, but the parties’ arguments as to the qualifications of the experts and supposed reliance of an expert on the work of another were denied.
Redcell Corp. v. A.J. Trucco, Inc.
In this trade secrets and breach of contract case, portions of each expert’s testimony were found to be offering a factual narrative that is within the purview of a lay jury to ascertain. Those portions of testimony were excluded for both experts, but the parties’ arguments as to the qualifications of the experts and supposed reliance of an expert on the work of another were denied.
Put ESG impact in numerator, not denominator
Currently, there is no empirical evidence to support including the impact of environment, social, and governance (ESG) factors in the cost of capital, so it should be reflected in the cash flows.
How Judges Compare Competing DCF Analyses
Two valuation experts are far apart in their opinion of value using the income approach. What does the judge focus on when comparing the two analyses?
Feedback wanted on ‘social value’
The Social Value Working Group at the International Valuation Standards Council has released its second paper in a series that examines whether “social value” can be a basis of value, the difference between social value and the social component of ESG, and whether the existing valuation principle of highest and best use can apply to social assets and social value.
Cellular Telephone: An Interesting Decision for Valuation Practitioners
A recent Delaware decision in a breach of fiduciary duty case awarded more than triple the amount originally paid to partners who were squeezed out of their collective 1.881% interest in a partnership. Several aspects of this decision are of particular interest to valuation practitioners, especially those whose practice includes litigation services. The case is: In Re Cellular Tel. P’ship Litig.; 2022 Del. Ch. LEXIS 56 (Cellular).
Delaware Chancery Case on Shareholder Dissent Likely to Raise Eyebrows
A practitioner’s commentary on the Cellular case focuses on the tax-affecting issues in the case.
BV News and Trends June 2022
A monthly roundup of key developments of interest to business valuation experts.
The DCF is ‘untestable,’ per new paper
The discounted cash flow method works fine for bonds but not for businesses, projects, or stocks because it is untestable, claims a new paper.
Bankruptcy court KOs transfers from ‘personal piggy bank’
In a bankruptcy case in Illinois, the three tests for insolvency came into play when a dispute arose as to whether transfers the debtor company made totaling $1.72 million were fraudulent.
Highlights from the NYSSCPA BV conference
BVWire attended the New York State Society of CPAs’ Business Valuation and Litigation Services Conference, and—as always—it was an excellent event.
Delaware Chancery rejects partnership valuation in a freeze-out
In a coordinated action involving 13 partnerships that were involved in freeze-out transactions by AT&T of minority shareholders, the court found that AT&T breached its fiduciary duties and effectuated the freeze-out through an unfair process and by paying an unfair price.
Health Clubs & Gyms: Working Out the Value
Come and get your reps in! Learn what you need to know about the valuation of health clubs. Whether the club is a franchise or a stand-alone, the unique aspects of health club valuations require specific industry research to be performed that can make a big impact on the outcome of the valuation. Expert Gary Trugman has done the heavy lifting, and, by attending this program, participants will avoid making some of the fatal errors ...
Free model helps take DCF a step further
In an article “Analytical Insights From DCF Value Analysis,” the authors include a free model business valuers can use to take their “DCF calculation a step further and analyze the resulting value into four components.”
BV News and Trends April 2022
A monthly roundup of key developments of interest to business valuation experts.
Stone v. Citizens Equity First Credit Union (In re Int’l Supply Co.)
The trustee of International Supply Company (ISCO) asked for avoidance and recovery of prepetition fraudulent transfers made to Citizens Equity First Credit Union. ISCO was insolvent when the transfers were made, and the transfers were for the benefit of the controlling shareholder. The court disallowed two of the fraudulent transfers. Some complaint counts against certain individuals were dismissed without prejudice.
Bankruptcy Court Sides With Trustee—Disallows (Fraudulent) Transfers
The trustee of International Supply Company (ISCO) asked for avoidance and recovery of prepetition fraudulent transfers made to Citizens Equity First Credit Union. ISCO was insolvent when the transfers were made, and the transfers were for the benefit of the controlling shareholder. The court disallowed two of the fraudulent transfers. Some complaint counts against certain individuals were dismissed without prejudice.