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Shareholder Approval ‘Cleanses’ Potential Undervaluation

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

Shareholder Approval ‘Cleanses’ Potential Undervaluation

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

In re OM Group, Inc. Stockholders Litig.

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

Cashed-Out Minority Not Statutory Dissenters

This case is on appeal from the New Jersey Court of Appeals case, 2001 N.J. Super. LEXIS 331, that was abstracted in the October 2001 issue of the BVU.

Gagliano v Brennan (II)

The price offered in a cash-out merger was not fair value, but the minority shareholders that were to receive only cash in the cash-out merger were not statutory dissenters.

Allenson v. Midway Airlines Corp.

At issue is whether the concessions are an "element of value" that may be considered in determining the corporation's statutory fair value on the date of the merger.

Concessions Under Merger Agreement Not Elements of Fair Value

The sole issue in this dissenting shareholder suit under the Delaware appraisal statute was whether certain concessions made under a cash-out merger agreement were "elements of value" to be considered in determining the corporation's statutory fair value.

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 ...

'Net Asset Value' Rejected as Form of Liquidation

This appeal arose out of a cash-out merger of the minority stockholders of a closed-end investment fund known as Okeechobee Inc.

Paskill Corp. v. Alcoma Corp.

At issue is the fair market value of minority shareholder's stock at the time of a merger.

Fair Value Cannot Be Determined Using Net Asset Value Alone

The Delaware Supreme Court ruled that a corporation valued pursuant to the appraisal statute could not be valued solely by reference to its net asset value because net asset value equates to the theoretical liquidation value. The statute states that a bu ...

Court Denies Deduction of Trapped in Capital Gains Tax; Disallows Deduction for Liquidation Costs

This appeal arose out of a cash-out merger of the minority stockholders of a closed-end investment fund known as Okeechobee Inc. (Okeechobee).

Dennis Wood v. Frank E. Best

At issue is breach of fiduciary duty in connection with the cash-out of minority shareholders in three related corporations.

Cardinal Capital Management v. Frank E. Best, Inc.

This case involves claims of breach of fiduciary duty in connection with the cash-out of the minority shareholders in several related corporations.

Entire Fairness Standard Applies to Merger

The defendants acquired control of three related companies, cashed-out the minority shareholders, and merged them into WEBCO.

Paskill v. Alcoma

At issue is the fair value of the plaintiff's cashed-out minority shareholders' shares of Okeechobee Inc., which merged with the defendant company.

Investment Company Fair Value Includes Capital Gains Tax Discount, But No Sales Expense Adjustment

This judicial appraisal action arose out of the cash-out merger of Okeechobee Inc. with its majority shareholder, Alcoma Corp.

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