Motion to Exclude Banker Using DCF Method Denied
Participants in CommutAir’s Employee Stock Ownership Plan brought this ESOP litigation alleging numerous claims of breach of fiduciary duty by the trustee and others involved in the ESOP.
Fair Value Damages Potentially Include Strategic Premium
One of the issues in this shareholder dispute was the proper measure of damages owed to minority shareholders who were bought out at substantially less than subsequent sale price to a strategic buyer.
Henry v. Champlain Enterprises, Inc. (I)
In this case, a purchase for the ESOP was valued incorrectly, the IRS determining that the valuation did not take into consideration the lack of marketability due to the remaining shares ...
George P. Viener v. Neal Jacobs, et al.
The Pennsylvania Superior Court reversed a trial court's determination of value in this oppressed shareholder case.
Judith A. Lawton et al. v. Robert Nyman et al.
Following trial, the district court found officers and directors with voting control of a closely held family corporation, Nyman Manufacturing Co., to be in breach.
Theory of Damages for Closely Held Company’s Officers’ Breach of Fiduciary Duty of Disclosure in Connection With Redemption of Corporate Stock Explored
The U.S. Court of Appeals considered the fiduciary duties between majority and minority shareholders in a closely held company and damages flowing from that breach.
Richard Crabtree v. Metalworks & Hydra-Assembly, Inc., et al.
The Ohio Court of Appeals, 10th District, affirmed the lower court’s valuation of goodwill in a metallurgy, machining, and fabrication business in this breach of fiduciary duty case.
Shareholder Agreement Controls Valuation in Breach of Contract Action
One of the issues in this breach of contract and breach of fiduciary duty case was the value of plaintiff Biren's 20% interest in Equality Emergency Medical Group, Inc. and E.E.M.G.-SIMI, Inc. (collectively "Equality") to be redeemed by the corporations.
Breach of Fiduciary Duty Results in Award of 100% the Value of Business to Wronged Spouse
The Court of Appeals upheld the trial court's valuation of the business at $327,000 and award of 100% of the value to wife.
Biren v. Equality Emergency Med. Group
Iissue in this breach of contract and breach of fiduciary duty case was the value of Biren's 20% interest in healthcare businesses to be redeemed by the corporations.
In re the Marriage of Valdovinos
Court of appeals noted that the trial court "offered a detailed analysis" of how it reached it's valuation and so upheld it.
Nelson v. Craner, et al.
The New Jersey Superior Court, Somerset County, determined the value for stock in a law firm as set forth in the firm’s shareholders’ agreement should be enforced in favor of a shareholder, who committed a breach of fiduciary duty.
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 ...
Extraordinary Circumstances Warrant Marketability Discount in Buyout
In November 1999, the Minnesota Court of Appeals ruled, in a case of first impression in Minnesota, that a marketability discount should not be applied to determine the fair value of Brian Follett's one-third interest in Advanced Communication Design Inc. (ACD).
Going-Concern Value, Not Liquidation Value, Comports With Fair Value
One of the issues in this shareholder oppression action was the valuation of plaintiff Terry J. Cooke's 25% interest in Fresh Express Foods Corporation Inc., a closely held Subchapter S corporation.
Christians v. Universal Nurses of Houston, Inc.
Issue is whether leases were entered into at less than fair value.
Verdict Reversed Due to Insufficient Evidence of Lease Values
In this combined minority oppression, breach of fiduciary duty, and shareholder derivative action, 20% shareholder Linda Stafford claimed that majority shareholders Linda Christians and Doug Christians inappropriately entered into furniture and equipment leases with Universal Nurses of Houston Inc. at less than fair value.
Appraisal Firm Not Liable for Professional Malpractice; ESOP Trustee Must Prove Justified Reliance
This trial court matter arose as a result of prior litigation in which the trustee of the Kroy ESOP was found liable for breach of its fiduciary duty.
Advanced Communication Design, Inc. v. Follett (II)
At issue is whether, in a court-ordered buy-out of a minority shareholder pursuant to Minn. Stat. § 302A.751 (1998), a marketability discount should be applied to the value of the shares.
Former Shareholder’s Salary Considered When Valuing His Interest Under the Oppressed Shareholder Statute
The Oregon Court of Appeals considered the fair value of a 25% interest in a closely held business in this oppressed shareholder action.
Cooke v. Fresh Express Foods
At issue is the valuation of plaintiff's interest in the defendant, Fresh Express Foods Corporation.
Conduct of the parties now a factor in New Jersey fair value determinations
Two recent New Jersey Supreme Court business valuation decisions seem to have established the principle that the behavior of a party seeking a fair value determination can play a role in determining ...
Andra v. Blount
Issue was whether a minority stockholder with appraisal rights could pursue claim that back-end merger price was rendered unfair by the defendants' breaches of fiduciary duty.
Minority Shareholder Has No Standing to Challenge Disclosures, Can Pursue Claim for Breach of Fiduciary Duty
This case involves a tender offer/back-end merger the defendants initiated.
William I Koch v. Koch Industries, Inc.
At issue is misrepresentation and omission of material facts during stock purchase negotiation, including evidentiary issues.