Chancery Lauds Advisor’s ‘Heroic’ Efforts at Credible DCF
In joint fairness/statutory appraisal action, Chancery finds defendants’ fraud defeated financial advisor’s ability to produce reliable DCF, notwithstanding advisor’s “heroic” efforts to create “the most credible and reliable projections in the case.”
Lane v. Lampkin (II)
State high court strikes down trial court’s damages assessment because it included values from a business valuation when the applicable law required an analysis of the entire loss suffered by a corporation owing to a partner’s breach of fiduciary duty.
Corwin v. KKR Fin. Holdings LLC
Regarding breach of fiduciary duty claims, Delaware Supreme Court says business judgment rule (lower standard of review) applies where disinterested stockholder majority approves merger with third party and vote was uncoerced and fully informed.
In re Dole Food Co. (Dole III)
In joint fairness/statutory appraisal action, Chancery finds defendants’ fraud defeated financial advisor’s ability to produce reliable DCF, notwithstanding advisor’s “heroic” efforts to create “the most credible and reliable projections in the case.”
Averaging Multiple Appraisals Yields Most Reliable FMV
In ESOP case, court finds trustees unreasonably relied on appraiser’s valuations and overpaid for company stock; court credits parties’ three experts equally and arrives at fair market value by averaging results from experts’ multiple calculations.
Lack of Marketability a Factor in Valuing Minority Interest
In buyout case, calculation of fair value of minority shareholder’s interest in restaurant turns on forensic accountant’s credit/cash ratio analysis; New York trial court says law recognizes lack of marketability as a factor in valuing closely held corpor ...
What Rationale for Net Book Value in Damages Analysis?
Appeals court finds trial court did not err when it incorporated net book value calculation in its lost profits analysis in a case claiming breach of fiduciary duty and usurpation of business opportunity; dissent says damages calculation is “illogical.”
Cortes v. 3A N. Park Ave. Rest Corp.
In buyout case, calculation of fair value of minority shareholder’s interest in restaurant turns on forensic accountant’s credit/cash ratio analysis; New York trial court says law recognizes lack of marketability as a factor in valuing closely held corpor ...
Perez v. Bruister (I)
In ESOP case, court finds trustees unreasonably relied on appraiser’s valuations and overpaid for company stock; court credits parties’ three experts equally and arrives at fair market value by averaging results from experts’ multiple calculations.
Lane v. Lampkin (I)
Appeals court finds trial court did not err when it incorporated net book value calculation in its lost profits analysis in a case claiming breach of fiduciary duty and usurpation of business opportunity; dissent says damages calculation is “illogical.”
In re Rural Metro Corp. Stockholders Litigation
Financial advisor aided and abetted directors’ breach of fiduciary duty by causing ill-timed, below-fair-value sale of the company based on manipulated valuation analysis, including false and material information related to precedent transaction analyses.
Can Defendant Disclaim Its Own Projections to Undo Expert’s Valuation?
Appeals court strikes down $28.2 million award to minority owner finding expert’s determination of the present value of the owner’s interest in income-producing properties relied on majority owner’s unreliable internal projections; although a party’s effo ...
Citrin Holdings, LLC v. Minnis
Appeals court strikes down $28.2 million award to minority owner finding expert’s determination of the present value of the owner’s interest in income-producing properties relied on majority owner’s unreliable internal projections; although a party’s effo ...
Accounting Expert’s Profits Analysis Must Provide a Detailed Discussion of the Fixed and Variable Expenses Attributable to the Infringing Product
The U.S. Court of Appeals, Third Circuit determined that while willfulness was a factor to be considered, a finding of willfulness was not required before an accounting of an infringer’s profits could be ordered for violation of section 43(a) of the Lanham Act ...
Banjo Buddies, Inc. v. Joseph T. Renosky
The U.S. Court of Appeals, Third Circuit determined that while willfulness was a factor to be considered, a finding of willfulness was not required before an accounting of an infringer’s profits could be ordered for violation of section 43(a) of the Latha ...
Matthews critiques Mercer's Simplot case review
In his review of Estate of Richard R. Simplot v. Commissioner , 112 T.C. No. 13 (1999), Chris Mercer missed the principal point of the decision. The key issue was whether the premium for v ...
Adelson v. Adelson
Father purchases stock back from his son five months prior to liquidating the company's main asset, making it possible to settle notes with stockholders for higher value.
Minority Interest Discount Considered
The Massachusetts Court of Appeals considered whether the inclusion of discounts in the purchase price a majority shareholder paid to a minority shareholder for his stock was material information that should have been disclosed to the minority shareholder.