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Cellular Telephone: An Interesting Decision for Valuation Practitioners

A recent Delaware decision in a breach of fiduciary duty case awarded more than triple the amount originally paid to partners who were squeezed out of their collective 1.881% interest in a partnership. Several aspects of this decision are of particular interest to valuation practitioners, especially those whose practice includes litigation services. The case is: In Re Cellular Tel. P’ship Litig.; 2022 Del. Ch. LEXIS 56 (Cellular).

Delaware Chancery Case on Shareholder Dissent Likely to Raise Eyebrows

A practitioner’s commentary on the Cellular case focuses on the tax-affecting issues in the case.

Delaware Chancery rejects partnership valuation in a freeze-out

In a coordinated action involving 13 partnerships that were involved in freeze-out transactions by AT&T of minority shareholders, the court found that AT&T breached its fiduciary duties and effectuated the freeze-out through an unfair process and by paying an unfair price.

In Re Cellular Tel. P’ship Litig.

In this coordinated action involving 13 partnerships that were involved in freeze-out transactions by AT&T of minority shareholders, AT&T breached its fiduciary duties and effectuated the freeze-out through an unfair process and by paying an unfair price. The freeze-out was subject to the entire fairness standard of review. AT&T bore the burden of proving that the freeze-out was entirely fair to the minority partners. AT&T failed in that proof and thereby sought to capture future value for itself. AT&T did not employ any procedures that insured fairness to the minority partners. The lead partner of the valuation firm had a long-standing relationship with AT&T, and internal AT&T personnel influenced the outcome of the valuation. The court determined the fair value of the interest as a remedy to the situation.

Delaware Chancery Court Rejects Partnership Valuation in a Freeze-Out as Unfair to Minority Partners

In this coordinated action involving 13 partnerships that were involved in freeze-out transactions by AT&T of minority shareholders, AT&T breached its fiduciary duties and effectuated the freeze-out through an unfair process and by paying an unfair price. The freeze-out was subject to the entire fairness standard of review. AT&T bore the burden of proving that the freeze-out was entirely fair to the minority partners. AT&T failed in that proof and thereby sought to capture future value for itself. AT&T did not employ any procedures that insured fairness to the minority partners. The lead partner of the valuation firm had a long-standing relationship with AT&T, and internal AT&T personnel influenced the outcome of the valuation. The court determined the fair value of the interest as a remedy to the situation.

Typical Way to Estimate Long-Term Growth Is ‘Flat Wrong,’ Says Grabowski

New research calls into question the common practice of using long-term real GDP growth plus expected inflation in terminal values.

Exploring Excel Functions That Help With Business Valuations

Several Microsoft Excel functions are already available in most modern versions of the program that many valuation experts are unaware of. If you use Microsoft Excel for any sort of process, the use of certain functions can make your templates more accurate and allow you to complete an analysis quicker. Join valuation expert and Excel guru Shawn Hyde to learn about setting up dynamic text, which means typing a sentence in a cell in an ...

Valuing Enterprise Cash Flows

The integrated theory of business valuation provides a conceptual framework for disciplined analysis of valuation questions. Too often, valuation analysts are tempted to view individual components of a valuation assignment on a piecemeal basis. Adhering to the integrated theory helps valuation analysts develop base valuation conclusions, discounts, and premiums that are rooted in a shared perspective of the subject company and the subject ownership interest. In Part 1 of the series, Chris Mercer and Travis ...

Valuing Small and Micro Businesses Using the Income Method

Focus in on valuing micro and small businesses using the income methods of business valuation. Learn to distinguish differing risk factors between large companies and micro and very small companies. Join Gregory Caruso for a deep dive into problematic areas of actual small-business valuation cases to review theory and tie it into the actual application of methods using best practices and professional judgment. Audience questions and succinct opinions welcomed in this hands-on event.

Conceptual Overview of the Integrated Theory

The integrated theory of business valuation provides a conceptual framework for disciplined analysis of valuation questions. Too often, valuation analysts are tempted to view individual components of a valuation assignment on a piecemeal basis. Adhering to the integrated theory helps valuation analysts develop base valuation conclusions, discounts, and premiums that are rooted in a shared perspective of the subject company and the subject ownership interest. This first webinar in the three-part series sets the stage ...

Reliable Valuations for Small and Medium Enterprise: M&A Methods Win

If you have been involved in an M&A transaction and seen how different the M&A model is from the buildup method with public data, have you ever wondered why the M&A model isn’t a key valuation approach or wondered how M&A data differ in character from public market data? In this seminar, Jim Lisi explains why the M&A model with private data is the more reliable approach. The difference between deal data for whole companies ...

Restaurant Valuation: Serving Your Clients During the Covid-19 Crisis

Few industries have been as harshly impacted by COVID-19 as the restaurant industry. Join Lynton Kotzin for an overview of the state of the restaurant industry and what the future looks like for different restaurant types. Learn the reasonableness test, value drivers, and proper application of the approaches during these volatile times. Be ready to advise and value your restaurant clients.

Five need-to-know takeaways from the ASA annual conference

BVWire attended the ASA 2020 International Appraisers Conference held online October 12-13, and it was about as close as you could get to the experience of actually being on-site.

Flaws in North Carolina Court’s Appraisal of Reynolds American

The wrong valuation date, a faulty reliance on other cases and the disregard of projections highlight the court’s opinion in a shareholder dissent case involving two tobacco giants.

In a crunch, court adopts company’s DCF model as fair value indicator

In a statutory appraisal action prompted by the 2016 buyout of minority shareholders by the controller of a private company, the Delaware Court of Chancery recently found there was no meaningful market-based evidence of fair value and neither expert opinion, based on standard valuation methods, was “wholly reliable.”

Sunak’s FinTech growth plans are now the subject of an independent review by HM Treasury

HM Treasury announced the relaunch of an independent review of the UK’s FinTech sector last week.

Kruse v. Synapse Wireless, Inc.

In appraisal action arising out of controller’s buyout of minority stockholders, court finds there is no reliable market evidence as to target’s fair value on merger date; none of expert valuations are “wholly reliable,” but one expert’s DCF analysis offers a “proportionately reliable conclusion.”

Lacking Any Wholly Reliable Indicators of Fair Value, Court Adopts Respondent's DCF Model

In appraisal action arising out of controller's buyout of minority stockholders, court finds there is no reliable market evidence as to target's fair value on merger date; none of expert valuations are "wholly reliable," but one expert's DCF analysis offers a "proportionately reliable conclusion."

Valuing Residential and Commercial Construction Companies

Cash flow seasonality, bid requirements, license particulars, economic forces, and ubiquitous litigation are all hallmarks of the residential and commercial construction industries and all unique factors when appraising a construction company. Join What it’s Worth guide author and expert Pasquale Rafanelli for a full inspection of residential and commercial construction company valuation issues from accounting methods to value drivers. Avoid the common valuation mistakes that appraisers make and learn to answer the one question on ...

North Carolina court looks to deal price for fair value in tobacco merger

The importance of Delaware appraisal jurisprudence beyond state borders was on display in a recent fair value decision out of North Carolina related to a merger involving the tobacco giant Reynolds.

BVU News and Trends April 2020

A monthly roundup of key developments of interest to business valuation experts.

Reynolds American Inc. v. Third Motion Equities Master Fund Ltd.

In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.

North Carolina Court Says Deal Price Represents Upper Limit of Tobacco Company’s Fair Value

In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.

Extreme Uncertainty: How Valuation Experts Should Respond to Today’s Volatility and Risk

In this town hall-style event, Michelle Gallagher, Gary Trugman, Stacy Collins, and Harold Martin talk through key impacts of COVID-19 on valuation issues. From cost of capital to family law to guideline companies, the impact on the inputs, approaches, and the business we value is profoundly felt. Experts who have weathered financial crises before are doing a yeoman’s job of keeping current with the ever-changing information. Send early questions and comments to questions@bvresources.com. Invite your ...

Emerging Issues in Cannabis and Hemp/CBD: Buckle Up as it is Just Getting Interesting!

Talk about a growing industry. As legalization spreads across the country, more valuation professionals are focusing on emerging and evolving issues in cannabis and hemp. If you are a practitioner or an advisor who is involved in the appraisal and analysis of business interests in both the legal, regulated cannabis sector and in agricultural hemp and cannabinoids, then don’t pass on this webinar. Recent developments in state and federal legislation will be covered as will ...

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