In re Panera Bread Company
In appraisal action involving sale of public company, court says sale process had “objective indicia of reliability,” justifying use of deal price for fair value determination; synergy deduction is appropriate to account for value from anticipated cost and tax-related savings due to merger.
Court Considers Deal Price Persuasive Indicator of Fair Value and Approves Synergy Deduction
In appraisal action involving sale of public company, court says sale process had “objective indicia of reliability,” justifying use of deal price for fair value determination; synergy deduction is appropriate to account for value from anticipated cost and tax-related savings due to merger.
Connecticut court says ‘no’ to tax affecting but limits the reach of its ruling
In a buyout dispute involving a Connecticut family business, an appellate court recently upheld the trial court’s decision not to tax affect the earnings of the company in valuing the departing shareholder’s interest, even though experts for both sides tax affected.
Trustee’s Post-Trial Attack on DOL’s Pursuit of Monetary Relief on Plan’s Behalf Crumbles
District court denies trustee’s motion for a new trial based on argument that Secretary of Labor lacked authority to pursue monetary relief against defendants; court says the plain language of the statute on which the DOL’s claims are based allows secretary to obtain damages on behalf of the ESOP.
Pizzella v. Vinoskey (II)
District court denies trustee’s motion for a new trial based on argument that Secretary of Labor lacked authority to pursue monetary relief against defendants; court says the plain language of the statute on which the DOL’s claims are based allows secretary to obtain damages on behalf of the ESOP.
Plaintiff Fails Panduit Test Where Lost Profits Analysis Includes ‘Far More’ Than Value of Patents
In infringement case, court rejects plaintiff expert’s lost profits and reasonable royalty analyses, noting both rely on supply agreements covering more than the value of the patents; plaintiff fails Panduit test but is entitled to reasonable royalty based on opposing expert’s calculation.
Sunoco Partnership Mktg. & Terminals L.P. v. U.S. Venture, Inc.
In infringement case, court rejects plaintiff expert’s lost profits and reasonable royalty analyses, noting both rely on supply agreements covering more than the value of the patents; plaintiff fails Panduit test but is entitled to reasonable royalty based on opposing expert’s calculation.
Coster v. UIP Companies, Inc.
In breach of fiduciary duty action, court says stock sale passes enhanced fairness review; appraiser valuing real estate investment services company before sale is eminently qualified and knowledgeable about industry; capitalized cash flow method “generated a reliable indicator” of company’s value.
Valuation Underlying Controversial Stock Sale Satisfies Highest Scrutiny
In breach of fiduciary duty action, court says stock sale passes enhanced fairness review; appraiser valuing real estate investment services company before sale is eminently qualified and knowledgeable about industry; capitalized cash flow method “generated a reliable indicator” of company’s value.
Bankruptcy Court highlights comparables selection in assessing experts’ valuations
A meaningful comparable company analysis requires careful selection of comparable companies, the Bankruptcy Court recently emphasized in a case in which it ruled on the debtor’s proposed reorganization plan.
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Lost profits claims fail to meet New York’s strict standard
Establishing lost profits under New York law can be difficult.
Ohio Court Affirms Facts of Case Don’t Require ‘Double-Dipping Offset’
Ohio appeals court upholds trial court’s spousal support determination based on husband’s average, rather than normalized, income, finding “equity did not require a double-dipping offset”; court agrees with sister court’s ruling in Gallo that applicable statute does not prohibit double dipping.
Kim v. Kim
Ohio appeals court upholds trial court’s spousal support determination based on husband’s average, rather than normalized, income, finding “equity did not require a double-dipping offset”; court agrees with sister court’s ruling in Gallo that applicable statute does not prohibit double dipping.
Court Decides Daubert Exclusion of Expert Testimony for Failure to Apportion Is Premature
In trade secrets dispute, court denies defendant’s Daubert motion, finding exclusion of opposing damages expert testimony for failure to apportion is premature; whether or not entire market value rule applies is determination for jury “after hearing all the documentary and testimonial evidence.”
Pawelko v. Hasbro, Inc.
In trade secrets dispute, court denies defendant’s Daubert motion, finding exclusion of opposing damages expert testimony for failure to apportion is premature; whether or not entire market value rule applies is determination for jury “after hearing all the documentary and testimonial evidence.”
BVU News and Trends December 2019
A monthly roundup of key developments of interest to business valuation experts.
Papin v. Papin
High court upholds classification and valuation of husband’s investment management business, noting business consists of book of business, which can exist without owner, and owner’s skills and expertise, which are his separate property; proceeds from sale of book of business are community property.
Trajectory of Owner’s Investment Management Business Raises Characterization and Valuation Issues
A complex divorce case in front of the Idaho Supreme Court featuring an investment management business that the husband had set up before and sold during the marriage raised noteworthy issues about the nature of the business and the characterization and valuation of its various components (book of business vs. owner’s skills). A related flashpoint was whether the nonowner spouse was entitled to any appreciation (enhancement) in the value of the business that occurred ...
R.D. Clark & Sons, Inc. v. Clark
Trial court’s fair value determination in buyout dispute involving family business withstands appeal, including decision not to tax affect or apply majority and minority discounts; appellate court finds there is no controlling state law on the issues and upholds trial court’s findings on facts.
Courts Reject Tax Affecting and Use of Discounts in Connecticut Buyout Dispute
Trial court’s fair value determination in buyout dispute involving family business withstands appeal, including decision not to tax affect or apply majority and minority discounts; appellate court finds there is no controlling state law on the issues and upholds trial court’s findings on facts.
Bankruptcy Court Calls Choice of Comparables ‘Key Value Driver’ in Expert Valuations
Ruling on plan confirmation, Bankruptcy Court finds debtor expert’s determination of total enterprise value of reorganized debtor more credible than committee for unsecured creditors’ expert; in adopting debtor expert’s comparable company analysis, court calls choice of comparables set a “key value driver.”
In re Emerge Energy Services LP
Ruling on plan confirmation, Bankruptcy Court finds debtor expert’s determination of total enterprise value of reorganized debtor more credible than unsecured creditors’ expert; in adopting debtor expert’s comparable company analysis, court calls choice of comparables set a “key value driver.”
Lawyer-expert panel demystifies cross-examination
How to excel as a testifying expert was a question that several panels at this year’s AICPA FVS Conference in Las Vegas addressed.
BVU News and Trends November 2019
A monthly roundup of key developments of interest to business valuation experts.