‘Particular facts’ justify discounts in mandatory buyback of minority interest, says Missouri high court
Context is “crucial,” the Supreme Court of Missouri recently said in upholding the use of discounts in the court-ordered buyout of a minority owner’s shares in a family business.
Nelson v. Commissioner
In gift tax case, Tax Court finds donor transferred percentages in limited liability company rather than fixed dollar amounts based on language in transfer instruments; further, where transferred minority interests include elements of control, minority discount should be reduced, not eliminated.
Court Says Reduced Minority Discount Appropriate Where Minority Interest Has Elements of Control
In gift tax case, Tax Court finds donor transferred percentages in limited liability company rather than fixed dollar amounts based on language in transfer instruments; further, where transferred minority interests include elements of control, minority discount should be reduced, not eliminated.
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South Carolina Supreme Court weighs in on use of discounts in divorce valuations
In a crucial decision on the use of discounts when valuing a spouse’s minority interest in a closely held business, a majority of the South Carolina Supreme Court rejected a bright-line rule, noting it would limit the flexibility family courts must have in apportioning marital assets.
Clark v. Clark
On use of marketability and minority discount in valuing wife’s minority interest in husband’s company, state Supreme Court rejects bright-line rule, noting importance of case-by-case analysis and giving trial court flexibility in apportioning assets; fair market value standard drives valuation.
South Carolina Supreme Court Rejects Categorical Approach to Discounts in Divorce Valuations
On use of marketability and minority discount in valuing wife’s minority interest in husband’s company, state Supreme Court rejects bright-line rule, noting importance of case-by-case analysis and giving trial court flexibility in apportioning assets; fair market value standard drives valuation.
Robinson v. Langenbach
State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.
High Court Says Context Supports Use of Discounts in Buyout From Shareholder Oppression
State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.
Untested beta calculation KOs expert’s credibility and fair value conclusion
In a statutory appraisal case with several twists, the Delaware Court of Chancery recently agreed with the parties’ experts that a discounted cash flow analysis was the only way to determine fair value while rejecting, unequivocally, the company expert’s novel approach to calculating beta.
Manichaean Capital, LLC v. SourceHOV Holdings, Inc.
In appraisal proceeding, Court of Chancery adopts petitioner expert’s DCF-based model for calculating fair value, making slight adjustment to expert’s size premium; on beta calculation, court finds respondent expert’s novel approach “does not survive judicial scrutiny” and raises Daubert issues.
Novel Beta Method Occasions Rebuke From Court of Chancery in Appraisal Case
In appraisal proceeding, Court of Chancery adopts petitioner expert’s DCF-based model for calculating fair value, making slight adjustment to expert’s size premium; on beta calculation, court finds respondent expert’s novel approach “does not survive judicial scrutiny” and raises Daubert issues.
Helen Ziegler Benjamin v. Island Management
In a family dispute featuring related closely held companies and claims of breach of fiduciary duty and mismanagement, court, based on financial testimony from plaintiffs’ expert, orders inspection of defendant company’s records, including general ledger, fee agreements, and executive compensation.
Financial Expert Testimony Persuades Court to Order Inspection of Company Records
In a family dispute featuring related closely held companies and claims of breach of fiduciary duty and mismanagement, court, based on financial testimony from plaintiffs’ expert, orders inspection of defendant company’s records, including general ledger, fee agreements, and executive compensation.
Puklich v. Puklich
In buyout dispute related to various family businesses, including auto dealership, high court finds trial court was authorized to adjust value finding to account for majority shareholder’s oppressive conduct; case law supported rejection of discounts in valuing minority shareholder’s interest.
High Court Approves of Trial Court’s Rejection of Discounts in Fair Value Determination
In buyout dispute related to various family businesses, including auto dealership, high court finds trial court was authorized to adjust value finding to account for majority shareholder’s oppressive conduct; case law supported rejection of discounts in valuing minority shareholder’s interest.
Saltzer v. Rolka
In buyout dispute, appellate court upholds trial court’s valuation of company, which applies company-specific risk discount related to uncertain extension of company’s key contract but does not deduct value of personal goodwill attributable to remaining members.
Appellate Court Upholds Use of Risk Discount in Fair Value Determination
In buyout dispute, appellate court upholds trial court’s valuation of company, which applies company-specific risk discount related to uncertain extension of company’s key contract but does not deduct value of personal goodwill attributable to remaining members.
Louisiana Appeals Court Affirms Use of Discounts in LLC Valuations
Appeals court supports trial court’s decision to value departing member’s minority interest on fair market value basis pursuant to state statute rather than method specified in some existing corporate documents; appeals court affirms lower court’s discretion to apply post-Cannon discounts.
Wall v. Bryan
Appeals court supports trial court’s decision to value departing member’s minority interest on fair market value basis pursuant to state statute rather than method specified in some existing corporate documents; appeals court affirms lower court’s discretion to apply post-Cannon discounts.
Wiegers v. Richards-Wiegers
Alaska high court finds trial court was not required to value husband’s shares in closely held company under the liquidation approach the company historically had used in buy-out situations; trial court’s “true asset” approach was based on credible expert testimony.
Trial Court’s ‘True Asset’ Valuation Aligns With Expert’s Testimony
Alaska high court finds trial court was not required to value husband’s shares in closely held company under the liquidation approach the company historically had used in buy-out situations; trial court’s “true asset” approach was based on credible expert testimony.
Tennessee appeals court allows slight DLOM in divorce case
Valuators working on divorce cases in Tennessee know that the jurisprudence on the use of the marketability discount has been nebulous.
Telfer v. Telfer
In context of determining appreciation in value, appeals court says trial court did not err when it applied DLOM in valuing partial interests in businesses representing wife’s separate property; DLOM use is within trial court’s discretion and depends on facts of the case.
Tennessee Appeals Court Defers to Trial Court on DLOM Use in Divorce
In context of determining appreciation in value, appeals court says trial court did not err when it applied DLOM in valuing partial interests in businesses representing wife’s separate property; DLOM use is within trial court’s discretion and depends on facts of the case.