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NYSSCPA BV event in New York City May 18

In re El Paso Pipeline Partners, L.P. Derivative Litig.

Chancery says “dropdown” of assets from parent to master limited partnership resulted in overpayment; transaction was enabled by financial advisor that took orders from parent regardless of whether opinion “made sense as a matter of valuation theory.”

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 ...

How much disclosure is required for fairness opinions

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 ...

Fairness Opinions in Today's Legal and Economic Environments: A BVR Special Report

Update on fairness opinions – learn from the experts

More Problems With Fairness Opinions: Analyst ‘Pleads the Fifth’ and Bank Faces Gross Negligence

Investment analyst “pleads the Fifth” rather than testify as to how “simple” valuation errors might have led to incorrect fairness opinion.

Analysts Not Required to Predict the Future—Only to Probe Present Facts

In assessing fair value and adequate consideration of ESOP transaction, court considers whether appraiser should have reasonable foreseen future events affecting stock and company value.

Ha-Lo Industries, Inc. v. Credit Suisse Boston

Investment analyst “pleads the Fifth” rather than testify as to how “simple” valuation errors might have led to incorrect fairness opinion.

Keach v. U.S. Trust Co.

In assessing fair value and adequate consideration of ESOP transaction, Court considers whether appraiser should have reasonable foreseen future events effecting stock and company value.

Hanson Trust PLC v. ML SCM Acquisition

At issue are breach of fiduciary duty by the board of SCM and whether the trial court should have considered the extensive evidence on whether the option prices were indeed "within the ...

No Evidence That Board's Financial Advisor Was Fiduciary to ESOP

This was a motion for summary judgment in connection with an action for breach of fiduciary duty to the employee stock ownership plan (ESOP) of F&G company.

Pitfalls in fairness opinion valuations

This article is excerpted from a longer paper prepared by Gil Matthews for presentation at the ABA Family Law Section's National Business Valuation Conference to be held May 3-5 in San Francisco, Cali ...

Protect clients against liability in buyout deals

I never cease to be amazed at the huge damage awards in breach of fiduciary duty liability suits in conjunction with company buyouts. Most of these awards could have been prevented. Last issue we ha ...

McMullin v. Beran

At issue in this shareholder dispute case is breach of fiduciary duties in connection with Lyondell's acquisition of Chemical's shares.

In re: Unocal Exploration Corp.

At issue is breach of fiduciary duty.

Matador Capital Management v. BRC Holdings, Inc.

At issue is the board's failure to protect shareholder's interest and maximize stock value during a merger.

Disclosure of Valuation Method Not Required

Plaintiffs, shareholders of defendant BRC Holdings Inc. (BRC) sought a preliminary injunction prohibiting the consummation of a planned tender offer followed by a merger of BRC and defendant ACS Acquisition Corp. (ACS).

Lurid Picture of Greed II: The Sequel

Plaintiff William A. Brandt, Jr., the Chapter 7 trustee, filed an adversary proceeding against virtually every entity that was involved in the acquisition of Healthco, a provider of dental equipment and services.

Brandt v. Hicks, Muse & Co.

At issue is breach of fiduciary duty, breach of contract and gross negligence.

Court Reverses Order to Dismiss Fraud Case

At issue is whether the lower court properly dismissed a complaint on the basis of failure to state a cause of action.

Bernstein v. Kelso

At issue is whether the management employees of a corporation scheming with a potential buyer to sell the corporation at the lowest possible price the principal and other shareholders would accept.

Nebenzahl v. Miller

At issue is breach of fiduciary duties in connection with a merger agreement.

Howard v. Shay (District Court)

At issue is breach of ESOP fiduciary duties.