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 ...
New paper offers improvement to the Gordon growth model
“Capitalization 2.0—Terminal Value Under Changing Capital Structure” is a new paper by Mike Adhikari (Business ValueXpress Software), a valuation and M&A advisor.
Unadjusted deal price best represents fair value, Court of Chancery says
In a statutory appraisal case featuring a publicly traded company, the Court of Chancery, after an exhaustive evaluation of the sale process, found the deal price was the best evidence of fair value.
In re Stillwater Mining Co. 2017 0385 JTL
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
Despite Less-Than-Optimal Sale Process, Court Relies on Deal Price for Fair Value
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
In re Appraisal of Columbia Pipeline Grp., Inc.
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Court Endorses Unadjusted Deal Price as Fair Value Indicator Despite Flaws in Sale Process
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Terminal Value: A Perpetual Issue in Valuation
Willie Sutton robbed banks “because that’s where the money is.” The terminal value is an important component of a business valuation because that’s where most of the value is. Join Michael Vitti and Seth Fliegler of Duff & Phelps as they address the nuts and bolts of determining the terminal value, as well as issues that are brought up within the business valuation community and mistakes to avoid. Be better prepared to address terminal value-related ...
Free download of an improvement to the Gordon growth model
One of the benefits of attending BV conferences in person is that you can also pick up some interesting things outside the formal sessions, such as during networking events, in the exhibit hall, or in the local watering hole after a long day.
Creative Destruction and the Perpetual Growth Assumption
In determining terminal value in a discounted cash flow (DCF) valuation, it is usually assumed that a mature company will grow at a constant rate in perpetuity. The impact of creative destruction and disruptive innovation interrupts and reverses historical growth patterns. If to the extent that the assumption of constant perpetual growth is invalid, the commonly used growth model in DCF analyses will overstate terminal value and cause overvaluations. The perpetual growth concept needs to ...
In re AOL Inc.
In statutory appraisal, court finds sales process was not “Dell compliant” and declines to assign any weight to deal price; court agrees with parties’ experts that DCF best captures fair value on valuation date and arrives at final value below deal price.
Chancery Relies on DCF Where Deal Process Is Not ‘Dell Compliant’
In statutory appraisal, court finds sales process was not “Dell compliant” and declines to assign any weight to deal price; court agrees with parties’ experts that DCF best captures fair value on valuation date and arrives at final value below deal price.
Olli Salumeria Americana, LLC v. Vosmik
In buyout dispute, court rejects plaintiff’s request to set aside third-party appraisal performed pursuant to valuation agreement; court notes its limited role and high “palpable error” standard; alleged mistakes were not apparent on face of appraisal and there was no misconduct by appraiser.
Claims Against Third-Party Appraisal Crumple Under ‘Palpable Error’ Standard
In buyout dispute, court rejects plaintiff’s request to set aside third-party appraisal performed pursuant to valuation agreement; court notes its limited role and high “palpable error” standard; alleged mistakes were not apparent on face of appraisal and there was no misconduct by appraiser.