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Expert’s Solid DCF and Industry Research Sway Court

Court discredits respondent expert’s capitalization of earnings calculation and market-based analysis, noting “severe deficiencies” and instead adopts petitioner expert’s valuation but applies DLOM to entire equity value, not just goodwill.

Multimillion-Dollar Personal Goodwill Allocation Leaves Court Stunned

Court says defendants were unjustly enriched when they allocated 40% of the price a competitor paid for assets of and to settle lawsuit with their company to personal goodwill where they also received compensation for consulting services and noncompetes.

Zelouf International Corp. v. Zelouf (II)

New York court rejects majority owners’ post-trial objection to prior ruling against DLOM based on unlikelihood of sale of the business; court is guided by fairness, noting “a DLOM here would be the economic equivalent of imposing a minority discount.”

Wright v. Irish (Hudson Valley Clean Energy, Inc.)

Court discredits respondent expert’s capitalization of earnings calculation and market-based analysis, noting “severe deficiencies” and instead adopts petitioner expert’s valuation but applies DLOM to entire equity value, not just goodwill.

Potok v. Rebh

Court says defendants were unjustly enriched when they allocated 40% of the price a competitor paid for assets of and to settle lawsuit with their company to personal goodwill where they also received compensation for consulting services and noncompetes.

May Court Disregard Shareholder Agreement in Judicial Buyout?

Appeals court finds in judicial buyout, district court properly updated stock price listed in shareholder agreement and could disregard experts’ market approach values, but it erred when it abandoned the contract’s terms as to the manner of the payment.

Valuations Underpin DE Chancery’s Ruling in Going-Private Merger

DE Supreme Court affirms use of business judgment review where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor confirmed merger was favorable to minority stockholders.

Valuations Underpin DE Chancery’s Ruling in Going-Private Merger

DE Chancery adopts business judgment review standard where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor demonstrate merger was favorable to minority stockholders.

Kahn v. M&F Worldwide Corp.

DE Supreme Court affirms use of business judgment review where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor confirmed merger was favorable to minority stockholders.

Piche v. Braaten

Appeals court finds in judicial buyout, district court properly updated stock price listed in shareholder agreement and could disregard experts’ market approach values, but it erred when it abandoned the contract’s terms as to the manner of the payment.

Hanusin v. Hanusin

In a divorce case involving a closely held corporation, the appeals court finds trial court was justified to credit a 2004 stock purchase agreement instead of a 2012 settlement when valuing husband’s shares; the buyout was a true arms-length transaction ...

In re MFW Shareholders Litig.

DE Chancery adopts business judgment review standard where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor demonstrate merger was favorable to minority stockholders.

Keep your normalization adjustments separate

Key person discount central issue in NY trial court

Baldwin v. Bader (II)

U.S. Court in Maine excludes expert testimony because, despite his extensive experience and effort, he did not have specific experience valuing personal guarantees.

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.

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.

FMV Formula in Agreements Requires Inclusion of All Assets

One of the issues in this case was whether the trial court erred in using a book valuation method in determining share price.

Cashed-Out Minority Not Statutory Dissenters

This case is on appeal from the New Jersey Court of Appeals case, 2001 N.J. Super. LEXIS 331, that was abstracted in the October 2001 issue of the BVU.

Shriner v. Sheehan

One of the issues in this case was whether the trial court erred in using a book valuation method in determining share price.

Gagliano v Brennan (II)

The price offered in a cash-out merger was not fair value, but the minority shareholders that were to receive only cash in the cash-out merger were not statutory dissenters.

Price Term in Stock Redemption Agreement Held Ambiguous

Defendant Roto-Die Inc. is a family-owned business that manufactures rotary dies.

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