Bankruptcy Court Favors DCF to Value Dissociated Interest
Court finds debtor’s fraudulently conveyed interest represents a dissociated interest that is held by the estate; appropriate valuation date is date of trial, and DCF analysis, as modified by court, best captures value of the interest at that time.
Bocek v. JGA Assocs., LLC
Court rejects expert’s loss of business opportunity and lost earnings calculations, finding capitalization of earnings method is inappropriate for valuing company with unstable earnings and lost salary projections are based on “incomplete use” of data.
In re Discontinuance & Disposition of P.K. Smith Motors, Inc.
Trial court did not err when it enforced shareholder agreement lacking purchase price and based buyout price on defense expert testimony; opposing expert committed “severe flaws in his methodology and the valuations based upon them,” appeals court says.
Business Debt Renders Expert’s Lack of BV Credentials Inconsequential
Appeals court says trial court’s decision to admit opinion of seasoned CPA expert who was not a credentialed business valuator was not error because valuation was a “non-issue” where evidence showed the indebted company was no longer a going concern.
Value Determination Accords With Parties’ Contract, Chancery Says
Court says valuation firm’s determination of value of defendants’ put units accords with agreement to which plaintiff and defendants committed themselves; since contract does not provide for judicial review, court won’t “second-guess” valuator’s judgment.
Tax Court Explains Valuation Method Behind Solvency Ruling
In transferee liability case, Tax Court reconsiders parts of its original solvency determination and clarifies that its analysis relies largely on IRS expert’s market multiple valuation, rather than the asset accumulation value the expert had recommended.
‘Reasonably Equivalent Value’ Analysis Meets FMV Standard, Court Says
On remand, Bankruptcy Court determines sale of plaintiff’s subsidiaries to defendants yielded “reasonably equivalent value” when viewed from objective creditor’s perspective, under FMV standard and without considering debtor’s subjective needs or beliefs.
Chancery declines to meddle in parties' valuation agreement
In terms of valuation methodology, the agreement provided that “there shall be no minority or non-marketability discount applied.” Also, “fair market value” meant an arm’s length sale to an unrelated third party. And, for purposes of calculating the “total equity value,” the value of the assets would be subject to an EBITDA collar to ensure that the value of the assets was at least 6.5 x but no more than 7.5 x the company’s “EBITDA less Maintenance Capex” for year-end 2013. The resulting number was to be reduced by the company’s obligations and liabilities. Most important, the parties agreed to be bound by the appraiser's calculation of the price of the put units. There was no provision for judicial or any other form of review of the appraiser's valuation.
Curran v. Curran
In share buyback case where parties agree to retain joint appraiser, whom they know from past appraisals of company, and commit to be bound by appraiser’s valuation, court declines to consider seller’s challenge to appraiser’s use of minority discount.
Pearson v. Westervelt Co.
Appeals court finds no error in trial court’s rejection of plaintiff’s demand for inspection of corporate records on executive compensation, where expert testimony showed information was not necessary to value plaintiff’s minority interest in company.
Berger v. Berger
Appeals court says nonexpert testimony on a real-world offer to buy owner-spouse’s company was relevant and, therefore, admissible because it provided valuation evidence based on market approach; court remands for rehearing on all valuation testimony.
PECO Logistics, LLC v. Walnut Inv. Partners, L.P.
Court says valuation firm’s determination of value of defendants’ put units accords with agreement to which plaintiff and defendants committed themselves; since contract does not provide for judicial review, court won’t “second-guess” valuator’s judgment.
South Carolina Supreme Court Makes New Law on Business Goodwill
In a first, state high court “cautiously” decides enterprise goodwill is marital property subject to equitable division and affirms that personal goodwill is not; court rejects claim that only professionals can develop personal goodwill in a business.
Court Approves Winstar Plaintiff’s Tax Gross Up Calculation
Court finalizes damages award to Winstar bank by adopting plaintiff’s projected tax liability on damages related to government’s breach of contract and by ordering an additional gross up award “to make plaintiff whole.”
Hanckel v. Campbell (In re Hanckel)
Court finds debtor’s fraudulently conveyed interest represents a dissociated interest that is held by the estate; appropriate valuation date is date of trial, and DCF analysis, as modified by court, best captures value of the interest at that time.
Expert’s Application of Asset Approach ‘Defies Common Sense’
Court rejects income approach for valuing interest in business with low bar of entry and few repeat customers; court also says asset-based valuation following Section 179 tax treatment understates true value of the company and requires upward adjustment.
Court Declines to Attribute Commercial Goodwill to Solo Practice
Appeals court affirms trial court’s ruling finding that, without noncompete from owner-spouse, under FMV standard, financial advisor’s solo practice fetches only net book value of its tangible assets; most of value lies in owner-spouse’s personal goodwill ...
Sternat v. Sternat
Appeals court says trial court’s decision to admit opinion of seasoned CPA expert who was not a credentialed business valuator was not error because valuation was a “non-issue” where evidence showed the indebted company was no longer a going concern.
‘Hybrid’ Approach to Quantify Loss of Beer Franchise Contracts
Court uses hybrid approach to quantify diminished value in business resulting from franchisees’ loss of beer brands; it means determining FMV of franchise contracts by way of DCF and adding loss in value of other assets directly related to loss of brands.
In re Mercury Companies, Inc. (II)
On remand, Bankruptcy Court determines sale of plaintiff’s subsidiaries to defendants yielded “reasonably equivalent value” when viewed from objective creditor’s perspective, under FMV standard and without considering debtor’s subjective needs or beliefs.
Moore v. Moore
In a first, state high court “cautiously” decides enterprise goodwill is marital property subject to equitable division and affirms that personal goodwill is not; court rejects claim that only professionals can develop personal goodwill in a business.
Kardash v. Commissioner (II)
In transferee liability case, Tax Court reconsiders parts of its original solvency determination and clarifies that its analysis relies largely on IRS expert’s market multiple valuation, rather than the asset accumulation value the expert had recommended.
Chancery Decries Accounting Firm’s Compromised Valuation
Chancery says major accounting firm’s merger-related appraisal represents “new low”; to achieve client’s goal of zero corporate tax liability, firm abandoned sound prior approaches and simply copied another accounting firm’s report and called it its own.