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Flaws in North Carolina Court’s Appraisal of Reynolds American

The wrong valuation date, a faulty reliance on other cases and the disregard of projections highlight the court’s opinion in a shareholder dissent case involving two tobacco giants.

In a crunch, court adopts company’s DCF model as fair value indicator

In a statutory appraisal action prompted by the 2016 buyout of minority shareholders by the controller of a private company, the Delaware Court of Chancery recently found there was no meaningful market-based evidence of fair value and neither expert opinion, based on standard valuation methods, was “wholly reliable.”

Kruse v. Synapse Wireless, Inc.

In appraisal action arising out of controller’s buyout of minority stockholders, court finds there is no reliable market evidence as to target’s fair value on merger date; none of expert valuations are “wholly reliable,” but one expert’s DCF analysis offers a “proportionately reliable conclusion.”

Lacking Any Wholly Reliable Indicators of Fair Value, Court Adopts Respondent's DCF Model

In appraisal action arising out of controller's buyout of minority stockholders, court finds there is no reliable market evidence as to target's fair value on merger date; none of expert valuations are "wholly reliable," but one expert's DCF analysis offers a "proportionately reliable conclusion."

Fir Tree Value Master Fund v. Jarden Corp., (Jarden III)

High court affirms trial court’s use of unaffected market price as fair value in statutory appraisal involving merger of publicly traded company; high court rejects petitioners’ late argument that, where sale process was flawed and company failed to prove synergies, deal price should act as floor.

No ‘Long-Recognized Principle’ Against Use of Market Price as Fair Value Indicator, High Court Says

High court affirms trial court’s use of unaffected market price as fair value in statutory appraisal involving merger of publicly traded company; high court rejects petitioners’ late argument that, where sale process was flawed and company failed to prove synergies, deal price should act as floor.

North Carolina court looks to deal price for fair value in tobacco merger

The importance of Delaware appraisal jurisprudence beyond state borders was on display in a recent fair value decision out of North Carolina related to a merger involving the tobacco giant Reynolds.

Reynolds American Inc. v. Third Motion Equities Master Fund Ltd.

In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.

North Carolina Court Says Deal Price Represents Upper Limit of Tobacco Company’s Fair Value

In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.

Built for BV: The New Platform for Guideline Public Company Comps

In March, BVR will launch a new guideline public company comps platform with Excel add-in. This new robust tool will help BV professionals maximize their guideline public company method work. Attend this webinar and learn how to streamline your guideline public company comparable searches and results by using this new platform. Using a structure similar to the DealStats platform, users will have the access to a wide range of beneficial features, which will be showcased ...

Synergy deduction purely academic in new Delaware appraisal ruling

In a statutory appraisal case that involved the sale of a publicly traded company to a privately held entity, the Delaware Court of Chancery recently decided the deal price was a reliable indicator of fair value and a downward adjustment for synergies was justified.

In re Panera Bread Company

In appraisal action involving sale of public company, court says sale process had “objective indicia of reliability,” justifying use of deal price for fair value determination; synergy deduction is appropriate to account for value from anticipated cost and tax-related savings due to merger.

Court Considers Deal Price Persuasive Indicator of Fair Value and Approves Synergy Deduction

In appraisal action involving sale of public company, court says sale process had “objective indicia of reliability,” justifying use of deal price for fair value determination; synergy deduction is appropriate to account for value from anticipated cost and tax-related savings due to merger.

Court Rejects Parties’ Expert Valuations of Unique Sailing Vessel as Unreliable

In damages case involving unique ship for which there was no active market, court says parties’ experts provided some data points relevant to valuing ship but failed to give adequate explanations of rationales and calculations, making testimony unreliable; court performs its own analysis.

In re Manhattan By Sail, Inc.

In damages case involving unique ship for which there was no active market, court says parties’ experts provided some data points relevant to valuing ship but failed to give adequate explanations of rationales and calculations, making testimony unreliable; court performs its own analysis.

Bankruptcy Court highlights comparables selection in assessing experts’ valuations

A meaningful comparable company analysis requires careful selection of comparable companies, the Bankruptcy Court recently emphasized in a case in which it ruled on the debtor’s proposed reorganization plan.

BVU News and Trends December 2019

A monthly roundup of key developments of interest to business valuation experts.

Bankruptcy Court Calls Choice of Comparables ‘Key Value Driver’ in Expert Valuations

Ruling on plan confirmation, Bankruptcy Court finds debtor expert’s determination of total enterprise value of reorganized debtor more credible than committee for unsecured creditors’ expert; in adopting debtor expert’s comparable company analysis, court calls choice of comparables set a “key value driver.”

In re Emerge Energy Services LP

Ruling on plan confirmation, Bankruptcy Court finds debtor expert’s determination of total enterprise value of reorganized debtor more credible than unsecured creditors’ expert; in adopting debtor expert’s comparable company analysis, court calls choice of comparables set a “key value driver.”

Details of the CUT method used in the Amazon case

Last week’s BVWire covered the 9th Circuit decision in the Amazon case that affirmed the U.S. Tax Court’s 2017 decision in favor of the company in a transfer pricing case.

Tax Court’s Amazon valuation ruling stands up to 9th Circuit scrutiny

The 9th Circuit recently affirmed the U.S. Tax Court’s 2017 decision in favor of Amazon in this key transfer pricing case, finding the governing regulations limited the definition of “intangible” to independently transferrable assets.

Court Says Corrected DCF Still Supports Original Fair Value Determination

Responding to petitioners’ motion for reargument, court concedes and corrects errors in court’s original DCF analysis but finds corrected DCF model still corroborates the original fair value determination; court affirms its reliance on unaffected market price as fair value indicator.

In re Appraisal of Jarden Corp. (II)

Responding to petitioners’ motion for reargument, court concedes and corrects errors in court’s original DCF analysis but finds corrected DCF model still corroborates the original fair value determination; court affirms its reliance on unaffected market price as fair value indicator.

Amazon.com, Inc. v. Commissioner (Amazon II)

Appeals court affirms Tax Court ruling favoring taxpayer’s CUT method over IRS’ DCF to value various intangible assets transferred to European subsidiary; governing regulations limit definition of “intangible” to independently transferrable assets, excluding residual business assets, court says.

9th Circuit Upholds Tax Court’s Valuation of Intangibles in Big Transfer Pricing Case

Appeals court affirms Tax Court ruling favoring taxpayer’s CUT method over IRS’ DCF to value various intangible assets transferred to European subsidiary; governing regulations limit definition of “intangible” to independently transferrable assets, excluding residual business assets, court says.

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