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.
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.
Rosemann v. Roto-Die, Inc. (I)
This action is the fourth suit filed by plaintiff against defendant seeking compensation for his stock on various grounds.
Fair Value in Oregon Shareholder Oppression Case Is Undiscounted Pro Rata Share of Going Concern Value
Plaintiff brought this action under the Oregon dissenters' rights statute, claiming oppressive conduct of the majority shareholders and requesting judicial dissolution of the subject company.
Advanced Communication Design, Inc. v. Follett (III)
At issue is the marketability discount of respondent's shares of Advanced Communication Design, Inc.
Minnesota Court Adopts Elements From Both Majority and Minority Valuations
In Advanced Communication Design v. Follet, 601 N.W.2d 707 (Minn. Ct. App. 1999) (abstracted in January 2000), the court ruled that a marketability discount should not apply because a majority shareholder's conduct had oppressed a minority shareholder.
Hayes v. Olmsted & Assoc.
Issues were whether majority's conduct toward minority stockholder was oppressive, the proper method of valuing minority's stock, and value of stock.
Value Under Shareholders’ Agreement Is Not Fair Value
The Oregon Court of Appeals considered the fair value of a minority interest in a food brokerage business in this oppressed shareholder case.
Distinction Between 50% and Minority Shareholder Immaterial
This is an appeal from the United States District Court for the Southern District of Texas, in which appellant Dan Hill sought to overrule the District Court's ruling that he should buy out appellee James Hollis' 50% interest in First Financial USA Inc. (FFUSA).
Hollis v. Hill
At issue is breach of fiduciary duty by the defendant for ordering a buy-out of the plaintiff's shares based on their corporation's value more than one year prior to the date of judgment.
Distinction Between 'Equal' and 'Minority' Immaterial
This is an appeal from the United States District Court for the Southern District of Texas, in which appellant Dan Hill sought to overrule the District Court's ruling that he should buy out appellee James Hollis' 50% interest in First Financial USA Inc. (FFUSA).
Valuation Date Is the Date of Filing
The 5th Circuit determined that, under Nevada corporate law, shareholders in a closely held company financial services company have a fiduciary duty to each other.
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).