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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).

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.

6th Circuit Allows Capital Gains Discount

The issue in this estate tax appeal is whether the petitioners were entitled to apply a discount for a built-in capital gains tax liability on real estate in valuing the stock of the corporation owning the real estate.

Judge Laro's views on discounts & valuation reports

Valuation is a fascinating subject because, like beauty, value is in the perception of the beholder. As early as 42 B.C., Publilius Syrus said "Everything is worth what its purchaser will pay for it ...

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 ...

Section 1033 Election Does Not Prohibit Built-In Capital Gains Tax Deduction

The U.S. Court of Appeals for the Sixth Circuit reversed the Tax Court's decision denying the estate a deduction for built-in capital gains taxes embedded in four parcels for real property held by two closely held corporations. The parcels were under the ...

Estate of Welch v. Commissioner (II)

At issue is whether the estate had the right to discount the value of corporate stock to reflect a built-in capital gains tax liability on corporate real estate.

6th Circuit Estate Tax Appeal Allows Capital Gains Discount

The issue in this estate tax appeal is whether the petitioners were entitled to apply a discount for a built-in capital gains tax liability on real estate in valuing the stock of the corporation owning the real estate.

S corps and the capital gains game

"Are S Corporations Entitled to Valuation Discounts for Embedded Capital Gains?" James J. Reto, Valuation Strategies , January/February 2000, pp. 6-9, 48. Courts have recognized the tax consequence ...

Burnham v. Romano

At issue is the fair value of a minority interest pursuant to Business Corporation Law § 1118.

Burnham v. Romano

In this case, the appellant, a minority shareholder, sought dissolution of the corporation while the remaining shareholders elected to purchase his interest in the corporation.

Appraisal Action Exclusive Remedy for Dissenters

Defendants Robert Genser and Robert Rosenstock owned approximately 72% of Briggs Leasing Corp.

'Excess Capital' Issue in Dissent Case

Marks Berens, minority shareholder in Marquette Bank Shakopee, was required to surrender his shares pursuant to a consolidation by the majority shareholder of the bank (a bank holding company).

Business Valuation Digest, Valuation Information, Inc.

Business Valuation Digest, Valuation Information, Inc., 1530 Rochester Rd. Royal Oak, MI 48067, (248) 584-4308, $100 per year introductory offer through Feb. 28, 1999, $125 thereafter. Valuation In ...

Berens v. Ludwig

At issue is the valuation of the plaintiff's minority interest in a national bank.

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