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Court Dismisses S Corp Tax Argument in Fair Value Buyout

In statutory fair value proceeding, court adopts income-based approach reconciling key differences in expert analyses regarding historical earnings period, tax rates, and normalization for intercompany transactions; court rejects market analysis.

Chancery Bases Fair Value Calculation on Income-Based Model

Flawed sales process makes merger price an unreliable indicator of fair value for statutory appraisal, Chancery finds; in accord with party experts, court uses discounted net income approach and adopts most of respondent expert’s inputs for its valuation.

Court Dismisses S Corp Tax Argument in Fair Value Buyout

In statutory fair value proceeding, court adopts income-based approach reconciling key differences in expert analyses regarding historical earnings period, tax rates, and normalization for intercompany transactions; court rejects market analysis.

Matter of Digeser v. Flach

Income approach, capitalization rate, expert testimony, valuation methods, fair value, minority oppression, statutory appraisal, S corporation, C corporation, normalization, market-based approach, comparable transactions ...

Chancery Bases Fair Value Calculation on Income-Based Model

Flawed sales process makes merger price an unreliable indicator of fair value for statutory appraisal, Chancery finds; in accord with party experts, court uses discounted net income approach and adopts most of respondent expert’s inputs for its valuation.

Dunmire v. Farmers & Merchants Bancorp of W. Pa.

Flawed sales process makes merger price an unreliable indicator of fair value for statutory appraisal, Chancery finds; in accord with party experts, court uses discounted net income approach and adopts most of respondent expert’s inputs for its valuation.

Comparable Transaction Exposes Error in Court’s Enterprise Goodwill Ruling

Appeals court strikes divorce ruling adopting income-based valuation of enterprise value of owner’s financial services business, valuation conflicts with data from similar transaction that occurred close to valuation date and involved owner-spouse.

Value Determination Accords With Parties’ Contract, Chancery Says

Court says valuation firm’s determination of value of defendants’ put units accords with agreement to which plaintiff and defendants committed themselves; since contract does not provide for judicial review, court won’t “second-guess” valuator’s judgment.

PECO Logistics, LLC v. Walnut Inv. Partners, L.P.

Court says valuation firm’s determination of value of defendants’ put units accords with agreement to which plaintiff and defendants committed themselves; since contract does not provide for judicial review, court won’t “second-guess” valuator’s judgment.

In re Marriage of Johnson

Appeals court strikes divorce ruling adopting income-based valuation of enterprise value of owner’s financial services business, valuation conflicts with data from similar transaction that occurred close to valuation date and involved owner-spouse.

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.

‘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.

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.

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.

Kardash v. Commissioner (I)

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.

Court Relies on DCF to Derive Value of ‘Sui Generis’ Company

NY court rejects comparable analyses to value “truly incomparable” beverage company and relies solely on DCF; court says the fact that expressions of interest to buy the company never became bona fide offers indicates liquidity risk and supports 25% DLOM.

Ferolito v. AriZona Beverages USA LLC

NY court rejects comparable analyses to value “truly incomparable” beverage company and relies solely on DCF; court says the fact that expressions of interest to buy the company never became bona fide offers indicates liquidity risk and supports 25% DLOM.

Merger-Related Projections Pass Muster With Delaware Chancery

In statutory appraisal action, Court of Chancery discredits respondent’s comparable company analyses because the comparables were significantly smaller than the target and not in the same industry or had different multiples; as to the DCF analysis, the ta ...

Chancery Trusts DCF to Home In on Common Stock Value

Court of Chancery finds the defendant directors proved “entire fairness” despite a management incentive plan and large liquidation preference that rendered the sales process unfair to common stockholders and left them with no proceeds; defendant expert’s ...

In re Trados Inc.

Court of Chancery finds the defendant directors proved “entire fairness” despite a management incentive plan and large liquidation preference that rendered the sales process unfair to common stockholders and left them with no proceeds; defendant expert’s ...

Merion Capital, L.P. v. 3M Cogent, Inc.

In statutory appraisal action, Court of Chancery discredits respondent’s comparable company analyses because the comparables were significantly smaller than the target and not in the same industry or had different multiples; as to the DCF analysis, the ta ...

Valuation Upheld Against Party That Fails to Use Independent Valuation Sources

Verizon Inc. had offered to buy MCHC’s majority holder, Palmer Wireless Holdings (Palmer), if Verizon’s initial public offering was successful and if Palmer could acquire 100% of the stock in all of the companies it held.

Control Premium Not Needed for DCF Analysis Using Gordon Growth Model

One of the issues was whether the board’s financial advisor, Credit Suisse First Boston (First Boston), correctly excluded a control premium in its assessment of the company’s value and, thus, whether the board failed to reasonably consider the value of all relevant alternatives.

Montgomery Cellular Holding Co., Inc. v. Dobler

Verizon Inc. had offered to buy MCHC’s majority holder, Palmer Wireless Holdings (Palmer), if Verizon’s initial public offering was successful and if Palmer could acquire 100% of the stock in all of the companies it held.

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