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No proof of personal goodwill in Utah divorce case

In some states, personal goodwill in a business is not part of the marital estate—but you have to have evidence that it exists.

Erickson v. Erickson

The Court of Appeals of Utah in this divorce case affirmed the trial court’s decisions regarding the value of the wife’s business and the exclusion of the wife’s rebuttal witness. The primary issue on appeal was whether the business value included personal goodwill and whether personal goodwill was an appropriate issue in Utah for this business, veterinary pharmaceuticals. The court also affirmed the trial court’s exclusion of the wife’s rebuttal expert.

Appellate Court of Utah Affirms Judgment of Business Value Despite Assertions the Value Included Personal Goodwill

The Court of Appeals of Utah in this divorce case affirmed the trial court’s decisions regarding the value of the wife’s business and the exclusion of the wife’s rebuttal witness. The primary issue on appeal was whether the business value included personal goodwill and whether personal goodwill was an appropriate issue in Utah for this business, veterinary pharmaceuticals. The court also affirmed the trial court’s exclusion of the wife’s rebuttal expert.

In re Multiplan Corp. Stockholders Litig.

This case dealt with a motion to dismiss the claims of the plaintiffs (by the defendants) in a stockholder suit against a special purpose acquisition company (SPAC). The claims were primarily that the plaintiffs’ claims were derivative, which failed to plead demand futility and that the business judgment rule applied. Many of the parties’ arguments centered around unique characteristics of a SPAC. In concluding that the entire fairness standard of review applied, the Delaware Chancery Court noted that “the fact that a reasonably conceivable impairment of public stockholders’ redemption rights—in the form of materially misleading disclosures—has been pleaded in this case.” The case was to go forward against all but two defendants.

Delaware Chancery Court Allows Breach of Fiduciary Suit to Move Forward on a SPAC

This case dealt with a motion to dismiss the claims of the plaintiffs (by the defendants) in a stockholder suit against a special purpose acquisition company (SPAC). The claims were primarily that the plaintiffs’ claims were derivative, which failed to plead demand futility and that the business judgment rule applied. Many of the parties’ arguments centered around unique characteristics of a SPAC. In concluding that the entire fairness standard of review applied, the Delaware Chancery Court noted that “the fact that a reasonably conceivable impairment of public stockholders’ redemption rights—in the form of materially misleading disclosures—has been pleaded in this case.” The case was to go forward against all but two defendants.

Maginnis v. Maginnis

In this unpublished opinion, the Kentucky Appellate Court remanded the decision as to the value of the husband’s business for, among other things, the Family Court’s failure to consider an apportionment of goodwill between enterprise and personal goodwill. It also remanded for a reconsideration of the maintenance award to the wife since that award is based in part on the value of the business and the income of the husband.

Trial Court Fails to Consider Apportionment of Goodwill in a Marital Dissolution Case

In this unpublished opinion, the Kentucky Appellate Court remanded the decision as to the value of the husband’s business for, among other things, the Family Court’s failure to consider an apportionment of goodwill between enterprise and personal goodwill. It also remanded for a reconsideration of the maintenance award to the wife since that award is based in part on the value of the business and the income of the husband.

In ESOP Discovery Dispute, Court Affirms Protection of Expert Drafts Under Rule 26

In ESOP case, court, citing Rule 26 of federal rules of civil procedure, denies defendant trustee’s motion to compel disclosure of information related to DOL expert’s prior work in valuation industry and expert’s other work for DOL on ESOP-related matters.

Acosta v. Wilmington Trust, N.A. (II) (Graphite)

In ESOP case, court, citing Rule 26 of federal rules of civil procedure, denies defendant trustee’s motion to compel disclosure of information related to DOL expert’s prior work in valuation industry and expert’s other work for DOL on ESOP-related matters.

Merger valuation disclosures were adequate. Chancery applies business judgment rule to breach of fiduciary duty action

The business judgment rule has featured prominently in a number of recent breach of fiduciary duty cases in front of the Delaware Court of Chancery. Under the rule, the court must not interfere in a transaction if a majority of the minority shareholders approved the deal and the vote was “uncoerced and fully informed.”

Additional Valuation Information Worthless? Delaware Chancery Thinks So

Asked to probe the value of the disclosures and by extension the fairness of the settlement to the absent class members, the Chancellor used the occasion to detail the problems related to disclosure settlements. He noted the Chancery’s historical practice of approving such settlements, even though they frequently were of marginal value to the plaintiffs. He considered this past attitude of the court one of the causes for the explosion of deal litigation “beyond the realm of reason."

7th Circuit Proposes Solution for Loss Causation Conundrum

7th Circuit agrees with defendants that plaintiff expert’s leakage loss-causation model failed to account for firm-specific, nonfraud factors that could have affected stock price movement and orders new trial applying court’s burden-shifting approach.

Glickenhaus & Co. v. Household International, Inc.

7th Circuit agrees with defendants that plaintiff expert’s leakage loss-causation model failed to account for firm-specific, nonfraud factors that could have affected stock price movement and orders new trial applying court’s burden-shifting approach.

Canadian Ruling on Use of Expert Draft Reports Crumbles on Appeal

Ontario Court of Appeal strikes down prior ruling mandating documentation and disclosure of communication between counsel and expert, noting expert-attorney collaboration is “essential” to ensure careful case preparation and timely delivery of justice.

Moore v. Getahun

Ontario Court of Appeal strikes down prior ruling mandating documentation and disclosure of communication between counsel and expert, noting expert-attorney collaboration is “essential” to ensure careful case preparation and timely delivery of justice.

In re Rural Metro Corp. Stockholders Litigation

Financial advisor aided and abetted directors’ breach of fiduciary duty by causing ill-timed, below-fair-value sale of the company based on manipulated valuation analysis, including false and material information related to precedent transaction analyses.

Trade secrets protections continue to flourish

Danielewicz v. Arnold

At issue is breach of fiduciary duty to an individual stockholder.

Court Denies Shareholder Standing to Sue as an Individual and Derivatively

This appeal concerned stock in Arnold Factory Supply (AFS) that George Arnold's (Arnold) estate left in trust, of which plaintiff was the beneficiary.

"Less time to write-off goodwill"

"FASB Focuses on Intangible Assets," Scott L. Beauchene , Valuation Strategies , March/April 2000, pp. 4-11, 47. This article discusses the Financial Accounting Standards Board (FASB) September ...

Supreme Court Affirms Board's Reliance on Solvency Opinion

On appeal, plaintiffs brought a punitive class-action suit alleging that the repurchase of shares in connection with an acquisition resulted in the impairment of capital.

Klang v. Smith's Food & Drug Center, Inc. (II)

Issue is whether directors breached their fiduciary duty of candor by failing to disclose material facts prior to shareholder approval of transactions.

Plaintiff Challenges Going Concern Asset Valuation Premise Used in Solvency Opinion

Plaintiffs sought rescission on a series of transactions including a merger, stock repurchase and certificate amendment.

Klang v. Smith's Food & Drug Centers, Inc. (I)

Plaintiffs sought recission on a series of transactions including a merger, stock repurchase and certificate amendment on theory that directors breached fiduciary duty.

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