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Fair Price for Delaware Fiduciary Actions Can Exceed Appraisal Fair Value

Can fiduciaries of Delaware corporations breach their duties and face damages for a merger that provides stockholders with the equivalent of fair value in a judicial appraisal? The answer may surprise you.

Next week is chock full of BV events

BVWire is saddling up and hitting the virtual trail next week for a batch of events that promise to be very informative.

BVU poised to cover an exciting slate of 2021 conferences

One of the hallmarks of the Business Valuation Update (BVU) monthly newsletter is its in-depth coverage of conferences—not just in the U.S. but around the world.

PCAOB approves formation of new advisory group

Fair value for financial reporting falls under the regulatory oversight of the Public Company Accounting Oversight Board (PCAOB), which will be forming a new advisory group for its standard-setting activities.

ASA adds two events to the spring conference season

The American Society of Appraisers (ASA) will present a brand-new event—and a popular ongoing one.

Appraisal value does not control fiduciary litigation, Court of Chancery says

In 2019, in the Columbia Pipeline statutory appraisal case, the Delaware Court of Chancery found the unadjusted deal price was the best evidence of fair value.

Indiana Supreme Court Issues Key Ruling on Discounts in Compelled Buybacks

Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale. In a freshly minted decision, the Indiana Supreme Court reversed the Court of Appeals, finding there was no blanket rule disallowing discounts in a compelled buyback. This is especially true where the parties exercised a shareholder agreement whose terms suggested the use of fair market value.

Highlights of 2020 Delaware Valuation Decisions

This article discusses two 2020 Supreme Court decisions and eight decisions by the Court of Chancery.

Practice Growth Opportunity in Valuing Financial Instruments

Valuation practitioners looking for a growth area should consider services related to financial instruments, according to Dr. Joel M. DiCicco (Center for International Business Valuation), speaking at the recent Second Annual Conference on the Art and Science of Business Valuation.

LLC buyout at fair value poses ‘conundrum’ for the court

In allowing LLC members to buy out a departing member to avoid the dissolution of the company, a court had to determine the fair value of the departing member’s interest in a holding company.

Free Excel models on valuing complex debt

During a recent BVR webinar, several case studies were presented on valuing complex debt instruments.

Indiana Supreme Court issues key ruling on discounts in compelled buybacks

Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale.

BVU News and Trends January 2021

A monthly roundup of key developments of interest to business valuation experts.

Insights From the Record-Breaking ASA Fair Value Conference

A huge audience listened to top speakers discuss current issues, company-specific risk, technology assets, preferred equity, inventory, and a regulatory update.

Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman II)

High court says there is no blanket rule against the use of discounts in a compulsory, closed-market buyback; parties’ freedom to contract right allowed for discounts under shareholder agreement that mandated buyback of plaintiff’s minority interest by company under fair market value standard.

Indiana Supreme Court Rejects Blanket Rule Against Discounts in Compulsory, Closed-Market Share Buyback

High court says there is no blanket rule against the use of discounts in a compulsory, closed-market buyback; parties’ freedom to contract right allowed for discounts under shareholder agreement that mandated buyback of plaintiff’s minority interest by company under fair market value standard.

Navigation Through the Maze in Complex Debt Instruments Valuation

Global convertible security issuance has surged in the wake of the COVID-19 outbreak as companies rush to raise cash to see them through the economic impact. This has resulted in an increase in demand for fair valuation requirement for convertible instruments. However, determination of fair value of convertible instruments can be a challenging task. Multiple provisions and attributes of the underlying security need to be considered and modeled. Join Mark Zyla, Rajesh C. Khairajani, and ...

Reminder: Comments due on AICPA’s proposed standard on financial instrument valuation

The AICPA’s Auditing Standards Board (ASB) has proposed a standard designed to provide practitioners with more guidance on auditing management’s estimates of the fair value of financial instruments, including on the use of pricing services.

2020 Top Business Valuation and Damages Cases

Complicated as the year 2020 was, it was not boring. The past year offered a wealth of lawsuits dealing with business valuation and economic damages issues. The list below shows our Top 10.

BVU News and Trends December 2020

A monthly roundup of key developments of interest to business valuation experts.

Five things to know from the ASA fair value conference

There was a vast attendance at the ASA’s Fair Value Virtual Conference, held November 18, with registrants from over 70 firms nationwide and six countries, including Australia, Bermuda, Mexico, Romania, Saudi Arabia, and Singapore.

In tax refund case, expert identifies only viable method to value stock in ‘severely distressed’ private company

The taxpayer sued the federal government for a refund, arguing she had overpaid income taxes on stock she had received as part of settling a lawsuit against her former employer.

Tune in today for the ASA Virtual Fair Value Conference

Leading-edge topics and nationally recognized speakers highlight the American Society of Appraisers Virtual Fair Value Conference being held today November 18.

Finkel v. Palm Park, Inc.

In LLC member dispute, court faces “conundrum” where fair value buyout seeks to avoid LLC’s dissolution and court leans on expert’s FMV valuation using net asset value approach premised on “orderly liquidation”; court notes FMV is based on hypothetical actors and transaction, not specific parties.

Court’s Fair Value Determination Leans Heavily on Expert’s Fair Market Valuation Premised on Liquidation

In LLC member dispute, court faces “conundrum” where fair value buyout seeks to avoid LLC’s dissolution and court leans on expert’s FMV valuation using net asset value approach premised on “orderly liquidation”; court notes FMV is based on hypothetical actors and transaction, not specific parties.

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