Potok v. Rebh
Court says defendants were unjustly enriched when they allocated 40% of the price a competitor paid for assets of and to settle lawsuit with their company to personal goodwill where they also received compensation for consulting services and noncompetes.
No Taboo Against Marketability Discount in Shareholder Suit
In dissenting shareholder action, appellate court finds trial court had discretion to dismiss valuations from parties’ experts as “prejudiced” and draw on a third-party investor proposal for a “more realistic value” of the subject company; it also affirms ...
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 ...
Can Defendant Disclaim Its Own Projections to Undo Expert’s Valuation?
Appeals court strikes down $28.2 million award to minority owner finding expert’s determination of the present value of the owner’s interest in income-producing properties relied on majority owner’s unreliable internal projections; although a party’s effo ...
Tutunikov v. Markov
In dissenting shareholder action, appellate court finds trial court had discretion to dismiss valuations from parties’ experts as “prejudiced” and draw on a third-party investor proposal for a “more realistic value” of the subject company; it also affirms ...
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 ...
Citrin Holdings, LLC v. Minnis
Appeals court strikes down $28.2 million award to minority owner finding expert’s determination of the present value of the owner’s interest in income-producing properties relied on majority owner’s unreliable internal projections; although a party’s effo ...
New updates to financial analysis decisions at BVLaw
Here are a sampling of cases where issues of business valuation factored in the final court decisions. As always, BVLaw Alert’s digests, and original court documents, are available for these and other breaking decisions.
Business Valuation Cases in Brief
Business Valuation Cases in Brief by John J. Stockdale, Jr., JD Estate Valuations In the Estate of Farnam v. CIR, 130 T.C. No. 2 (February 4, 2008), the U.S. Tax Court concluded that loans made to a family business may not be aggregated with equity interests in that business in order to satisfy the 50% ‘‘interest’’ requirement needed to qualify for the family-owned business tax exemption. The court con- cluded that interest as used in ...
Delaware Supreme Court Affirms Valuation Methodology, But Not Value
This dissenting stockholder appraisal action, arising out of a cash-out merger of the minority shareholders of Technicolor Inc., has been in litigation for over two decades.
Cede & Co. v. Technicolor, Inc.
This dissenting stockholder appraisal action, arising out of a cash-out merger of the minority shareholders of stock of Technicolor, Inc., has been in litigation for over two decades.
Federal Act Governs Appraisal Rights in Bank Mergers
The issue in this case was whether the National Bank Consolidation and Merger Act (or the state’s general corporate appraisal rights statutes) governs the appraisal rights of dissenting shareholders in a bank merger.
Community Bank of Arizona v. G.V.M. Trust
Lack of Arizona statute regarding appraisal of dissenter's shares in cases of bank mergers requires the interpretation of the case under federal code.
Vernon v. Commerce Financial Corporation
Court appoints appraiser to value shares, CFC appeals interest and appraiser fees, but all points are affirmed.
Court Methodically Determines Fair Value by Weighting Three Methods
On July 26, 1994, Steiner Corp. merged with Steiner Holding Corp. and bought out all minority shareholders at a price of $1,200 per share, except for respondents who exercised dissenters rights.
Steiner Corp. v. Benninghoff
Issue was the fair value of the dissenter's stock under the Nevada dissenter's rights statutes.
Court of Appeals Finds Discount for Lack of Marketability Appropriate on a Case-by-Case Basis
WCM Industries Inc. appeals determination of the number of outstanding shares at the time of a merger and court's refusal to apply a discount for lack of marketability.
Iowa Supreme Court Affirms Bench Trial Valuation, Upholds No Discount for Lack of Marketability
This action was brought to obtain a court appraisal of the fair value of stock the Kellys owned.
Delaware Chancery Court Endorses DCF Model; Forecast Assumptions Must Be Likely Scenarios
In a dissent to a typical statutory merger of a company called Vitalink, dissenters owning 201,900 shares claim a fair value of $13.32 per share versus respondent's $8.50 per share.
Sieg v. Kelly
At issue is the valuation of the defendant's stock in the plaintiff company, a distributor of automobile parts and supplies.
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