ASA files amicus brief in Lee case, discussing FMV concerns in ESOP litigation
Responding to the appeal in the Lee case, the American Society of Appraisers recently filed an amicus brief supporting the dismissal of the case.
ESOP trustee defends dismissal of lawsuit and rejects comparison to Brundle
In response to the plaintiff’s appeal in the Lee ESOP case, the defendant trustee said the district court’s dismissal of the case for lack of standing was appropriate.
Nelson v. Commissioner
In gift tax case, Tax Court finds donor transferred percentages in limited liability company rather than fixed dollar amounts based on language in transfer instruments; further, where transferred minority interests include elements of control, minority discount should be reduced, not eliminated.
Court Says Reduced Minority Discount Appropriate Where Minority Interest Has Elements of Control
In gift tax case, Tax Court finds donor transferred percentages in limited liability company rather than fixed dollar amounts based on language in transfer instruments; further, where transferred minority interests include elements of control, minority discount should be reduced, not eliminated.
South Carolina Supreme Court weighs in on use of discounts in divorce valuations
In a crucial decision on the use of discounts when valuing a spouse’s minority interest in a closely held business, a majority of the South Carolina Supreme Court rejected a bright-line rule, noting it would limit the flexibility family courts must have in apportioning marital assets.
Discounts inappropriate in valuing minority interest in mandatory buyback, appeals court rules
When a minority shareholder in an Indiana company was terminated as a director and officer, a dispute arose over whether, under a buyback agreement, the use of discounts for lack of control and marketability was permissible in valuing his shares.
Willamette’s spring 2020 Insights focuses on ESOP valuations
The spring 2020 Insights from Willamette Management Associates focuses on ESOP employer stock valuations and contains a number of articles, such as “Employee Stock Ownership Plan Financial Feasibility Analysis: Financial Considerations for Shareholders” (Robert F. Reilly), “Valuation Treatment of the Repurchase Obligation Liability” (Kyle J. Wishing), “The Fiduciary Process for the Annual Update of the ESOP Share Value” (Frank “Chip” Brown), “Pizzella v. Vinoskey: A Costly Lesson to Learn” (Lisa H. Tran), and more.
Clark v. Clark
On use of marketability and minority discount in valuing wife’s minority interest in husband’s company, state Supreme Court rejects bright-line rule, noting importance of case-by-case analysis and giving trial court flexibility in apportioning assets; fair market value standard drives valuation.
South Carolina Supreme Court Rejects Categorical Approach to Discounts in Divorce Valuations
On use of marketability and minority discount in valuing wife’s minority interest in husband’s company, state Supreme Court rejects bright-line rule, noting importance of case-by-case analysis and giving trial court flexibility in apportioning assets; fair market value standard drives valuation.
Robinson v. Langenbach
State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.
High Court Says Context Supports Use of Discounts in Buyout From Shareholder Oppression
State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.
Pension Rights Center files amicus brief in support of ESOP plaintiff
A nonprofit consumer organization whose mission is “to protect and promote the retirement security of American workers, retirees, and their families” recently filed an amicus curiae brief in support of the appeal the plaintiff in Lee filed with the 4th Circuit (see above).
DOL announces big ESOP settlement with Wilmington Trust
In yet another ESOP development, the Secretary of Labor recently announced that it reached a settlement with Wilmington Trust NA, an international financial services firm with expertise in serving as trustee in major ESOP transactions.
ESOP plaintiff appeals dismissal of lawsuit, leaning heavily on controversial Brundle case
In appealing the dismissal of her lawsuit with the 4th Circuit Court of Appeals, an ESOP plaintiff frequently invokes the Brundle case in which the same appeals court affirmed a $30 million judgment for the ESOP.
In Mandatory Buyback, Indiana Appeals Court Disallows Use of Discounts
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman I)
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
The Impact of COVID-19 on Restructuring, Insolvency & Impairment
The world of valuation has changed along with everything else. In this panel on the Impact of COVID-19 on Restructuring, Insolvency & Impairment, three experts will discuss the changing environment for valuation assignments. Craig Jacobson, Richard Peil, and Dan Korcyk each bring a unique perspective and will discuss three specific areas where valuation activity might increase due to the virtual shutdown of the U.S. economy. Finally, we will discuss topics related to performing valuations in ...
Houlihan Lokey anticipates increase in distressed loan valuations
The ‘coronavirus-triggered economic downturn could lead to many performing loans to become distressed, especially for highly-leveraged companies,’ says a new client advisory from Houlihan Lokey, the global investment bank and valuation firm.
5th Circuit Upholds Tax Court’s Characterization of Interest and Discount Rulings
5th Circuit affirms Tax Court’s ruling that decedent’s transferred interest is limited partner, not an assignee, interest; appeals court says estate’s related challenge to Tax Court’s valuation reflects disagreement with characterization of interest, not value computation; valuation holds up.
Estate of Streightoff v. Commissioner (II)
5th Circuit affirms Tax Court’s ruling that decedent’s transferred interest is limited partner, not an assignee, interest; appeals court says estate’s related challenge to Tax Court’s valuation reflects disagreement with characterization of interest, not value computation; valuation holds up.
Tax Court spurns IRS’ gift tax valuation theory and methodology
In a gift tax dispute, the U.S. Tax Court recently found for the taxpayer when it rejected the unusual reasoning and methodology the Internal Revenue Service’s trial expert proposed to keep low the discounts applicable to the nonvoting membership units in two limited liability companies (LLCs).
New DOL process agreement confronts control issue in ESOP valuations
The Department of Labor recently settled ESOP litigation with the trustee Farmers National Bank of Danville (FNB).
Landmark Jones case featured in upcoming workshop
“Read the Jones case,” an IRS official said when asked about the position the IRS is taking on tax affecting pass-through entities.
Grieve v. Commissioner
In gift tax dispute, Tax Court rejects IRS expert’s valuation of noncontrolling, nonmarketable interests in two LLCs; expert proposed valuation theory and method were intended to lower opposing experts’ minority and marketability discounts but lacked support in facts, case law, or among peers.
Tax Court Rejects IRS’ Value Analysis, Finding It Assumes Additional Actions Not ‘Reasonably Probable’
In gift tax dispute, Tax Court rejects IRS expert’s valuation of noncontrolling, nonmarketable interests in two LLCs; expert proposed valuation theory and method were intended to lower opposing experts’ minority and marketability discounts but lacked support in facts, case law, or among peers.