In re Mercury Companies, Inc. (I)
For reasonably equivalent value determination, Bankruptcy Court finds contract price and values from experts’ discounted cash flow analyses are too limiting and applies totality of circumstances test, concluding stock transfer is not avoidable.
Dietz v. Jacobs
Court finds solvency analysis is not subject to AICPA’s valuation standards and admits expert’s claim that “magnitude of excess” reflected in adjusted balance sheet numbers means assets exceeded liabilities.
Kahn v. M&F Worldwide Corp.
DE Supreme Court affirms use of business judgment review where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor confirmed merger was favorable to minority stockholders.
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.
Washington Mutual, Inc. v. United States
Court finds numerous problematic assumptions make plaintiff expert’s DCF model unreliable indicator of FMV of thrift’s branching right; without this value, plaintiff is unable to establish the right’s cost basis and support its tax refund claim.
Plan Confirmation Hinges on Property Valuation
The Bankruptcy Court finds the debtor’s reorganization plan is not feasible because it fails to provide enough funds to pay in full the primary creditor’s secured claim; the plan rested on an improperly low valuation of the property that makes up the majo ...
Delware Chancery Prefers Use of Merger Price to Determine Fair Value
In statutory appraisal action, Chancery finds experts’ comparable analyses and DCF analyses are unreliable techniques with which to determine the target’s fair value; instead, the court opts to adopt the merger price, which it says resulted from a sales p ...
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 ...
IRS Strains to Prove Goodwill in Like-Kind Exchange
In tax refund case related to tax code’s like-kind exchange provisions, Court of Claims rejects a bright line rule that radio stations cannot have goodwill; it also finds that the discounted cash flow (DCF) method the government’s expert chose to determin ...
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 ...
Court Bristles at Experts’ Hasty Valuation of Debtor
Bankruptcy court denies shareholders’ renewed request for an equity committee, finding neither the debtor nor its creditors are hiding value in their calculation of the total equity value of less than $500 million; expert testimony as to the allegedly und ...
Huff Fund Investment Partnership v. CKx, Inc. (I)
In statutory appraisal action, Chancery finds experts’ comparable analyses and DCF analyses are unreliable techniques with which to determine the target’s fair value; instead, the court opts to adopt the merger price, which it says resulted from a sales p ...
Trustee Claims Bankruptcy Court Flouted Valuation Rules
District court affirms bankruptcy court’s valuation of hospital under income approach and finds its treating a $20.6 million capital transfer as surplus rather than a necessary asset for operations is not double counting and is reasonable under the facts ...
Delaware Chancery Court’s Appraisal Puts Focus on Precrisis Projections
In statutory appraisal action related to radio broadcasting business, Court of Chancery affirms that pre-merger management projections generally are an “appropriate starting point” for the requisite DCF analysis; however, given signs of secular change in ...
Expert’s Anemic Analysis Imperils Damage Calculation
Appellate court affirms pretrial decision to strike economist expert’s opinion as to business loss under Rule 702; although the trial court erred when it found the expert unqualified to perform a business valuation, it was right to find his calculations ...
With Expert Help, N.Y. Court Computes Deli’s Fair Value
New York court enlists expert valuators to determine the fair value of a deli, occupying a “unique niche,” following the death of one of two equal owners; the court adopts the defendant expert’s income approach, but rejects the proposed 20% lack of market ...
In re Civic Partners Sioux City, LLC
The Bankruptcy Court finds the debtor’s reorganization plan is not feasible because it fails to provide enough funds to pay in full the primary creditor’s secured claim; the plan rested on an improperly low valuation of the property that makes up the majo ...
Adjusting Appraisals, Court Estimates ESOP Target’s Value
After determining defendants breached fiduciary ERISA duties in ESOP transaction, the federal court adjusts two nearly contemporaneous valuations of the target company to arrive at a “reasonable estimate” of the target’s fair market value ...
DCF Valuation Meant to Underpin Fairness Opinion Upends It
Court agrees with plaintiff shareholder that the proposed merger was the result of a defective sale process that included the company board’s reliance on a weak fairness opinion with valuations that were “poor indicators” of the company’s value; the sale ...
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 ...
In re Eastman Kodak Company
Bankruptcy court denies shareholders’ renewed request for an equity committee, finding neither the debtor nor its creditors are hiding value in their calculation of the total equity value of less than $500 million; expert testimony as to the allegedly und ...
Deseret Management Corp. v. United States
In tax refund case related to tax code’s like-kind exchange provisions, Court of Claims rejects a bright line rule that radio stations cannot have goodwill; it also finds that the discounted cash flow (DCF) method the government’s expert chose to determin ...