Ruggiero v. Ruggiero
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 ...
Alberts v. HCA, Inc.
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 ...
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 ...
Wallace v. Kalniz
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 ...
Towerview LLC v. Cox Radio, Inc.
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 ...
Chesemore v. Alliance Holdings, Inc. (II)
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 and the plaintif ...
In re MFW Shareholders Litig.
DE Chancery adopts business judgment review standard where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor demonstrate merger was favorable to minority stockholders.
Koehler v. Netspend Holdings Inc.
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 Greater Southeast Community Hospital Corp. (III)
In fraudulent conveyance action, court admits errors in its own discounted cash flow valuation of hospital, but denies motion to reconsider, finding the trustee has the burden to present competent expert evidence regarding reasonably equivalent value.
Tax Court Rejects GPCM, Dissects DCF in Valuing Minority LP Interest
Tax Court calculates value of a 41% family limited partnership (timberland assets) using a net asset value and DCF approach, the latter including a 25% DLOM and 16% discount rate, adjusted for unique risks.
Lost Profits Damages Cannot Contradict Contract Terms
Court accepts expert damages calculation for breach of contract based on DCF methodology, including growth rate and discount rate assumptions, but precludes terminal value calculation that violated nonassignment clause.
Estate of Giustina v. Commissioner (I)
Tax Court calculates value of a 41% family limited partnership (timberland assets) using a net asset value and DCF approach, the latter including a 25% DLOM and 16% discount rate, adjusted for unique risks.
Allstate Sweeping, LLC v. City and County of Denver
Court accepts expert damages calculation for breach of contract based on DCF methodology, including growth rate and discount rate assumptions, but precludes terminal value calculation that violated nonassignment clause.
In re Boston Generating
Court authorizes $1.1 billion asset sale of the debtors, despite DCF by lenders’ expert that shows $13.8 billion value.
Management Projections, Always Suspicious, Now Receive Even More Review
Management projections have always required scrutiny. However, now it seems they often require outright skepticism. And if they don’t receive this level of examination from the business appraiser, then they’ll get it from the auditors, the reviewers, the ...
ASARCO v. Americas Mining Corp. (II)
Federal district court considers whether control premium can be an element of damages in fraudulent transfer/breach of fiduciary duties in bankruptcy case.
M.A. Hajianpour, M.D., P.A., et al. v. Khosrow Maleki P.A., et al.
Court considers whether DCF analysis could apply to professional practice that is no longer a going concern.
Yet Again, Delaware Looks to DCF in Appraisal Action
PNC Financial Services Group Inc. (PNC), the parent of PFPC Holding Corp. (Holding), had planned to take Holding’s subsidiary, PFPC Worldwide Inc. (PFPC), public via an initial public offering (IPO), but the opportunity did not arise.