No discounts in New Jersey shareholder buyout case
New Jersey is one of several states that allow discounts for lack of control and marketability in fair value situations if it is proven that the discounts are fair and equitable, but, in a recent case, the trial court disallowed the discounts—and an appellate court agreed.
Robertson v. Hyde Park
This case was a partnership dispute where the defendant partners tried to buy out the plaintiff partners. On appeal before the New Jersey Superior Court Appellate Division, the defendants argued that the plaintiffs’ dissociation was wrongful and damages should be assessed, discounts for lack of control and marketability should be applied to the value, and the partnership value should be reduced to account for partnership outstanding debts and other amounts. The plaintiffs argued that the trial court erred by relying on the defendants’ expert’s report and not their expert’s report, refusing to increase the value by personal loans taken by the defendant partners, and failing to find that the partnership overpaid management and accounting fees. The appellate court affirmed the trial court with one exception, whether the partnership agreement disassociated properly. On that count, the appellate court determined that the disassociation was appropriate.
New Jersey Appellate Court Affirms Valuation of Shopping Mall, Disallows Any Control or Marketability Discounts, Affirms Proper Dissociation by Plaintiffs
This case was a partnership dispute where the defendant partners tried to buy out the plaintiff partners. On appeal before the New Jersey Superior Court Appellate Division, the defendants argued that the plaintiffs’ dissociation was wrongful and damages should be assessed, discounts for lack of control and marketability should be applied to the value, and the partnership value should be reduced to account for partnership outstanding debts and other amounts. The plaintiffs argued that the trial court erred by relying on the defendants’ expert’s report and not their expert’s report, refusing to increase the value by personal loans taken by the defendant partners, and failing to find that the partnership overpaid management and accounting fees. The appellate court affirmed the trial court with one exception, whether the partnership agreement disassociated properly. On that count, the appellate court determined that the disassociation was appropriate.
BV News and Trends February 2022
A monthly roundup of key developments of interest to business valuation experts.
The Nelson Tax Court case ‘has it all’
An appellate court recently affirmed the Nelson Tax Court case, which “has it all” in terms of valuation issues, said Barry Sziklay (Friedman LLP) in his session at the New Jersey CPA Society’s Business Valuation and Litigation Services Conference.
Guttman v. Guttman
The one-third partner of a real estate partnership, Bruce Guttman (Bruce), sued for dissolution. The two majority partners initiated a statutory procedure to buy out Bruce. All three appraisals were very close to $38 million. Feeling the valuations to be too low, Bruce sought to withdraw his complaint without prejudice. The trial court, on a motion from the majority partners, vacated Bruce’s dismissal. The appellate court affirmed the trial court.
One-Third Partner Sued to Have Partnership Dissolved, Asked to Vacate His Dissolution Assertion
The one-third partner of a real estate partnership, Bruce Guttman (Bruce), sued for dissolution. The two majority partners initiated a statutory procedure to buy out Bruce. All three appraisals were very close to $38 million. Feeling the valuations to be too low, Bruce sought to withdraw his complaint without prejudice. The trial court, on a motion from the majority partners, vacated Bruce’s dismissal. The appellate court affirmed the trial court.
Nelson v Commr.
Taxpayer appealed a Tax Court ruling that she gifted a percentage of partnership interests and not a fixed amount of value. As a result, when the IRS determined the FMV of those interests, the Taxpayer was left with a gift tax deficiency.
Court of Appeals Upholds Tax Court—Taxpayer Gifted a Percentage of Partnership Interests, Not a Fixed Amount
Taxpayer appealed a Tax Court ruling that she gifted a percentage of partnership interests and not a fixed amount of value. As a result, when the IRS determined the FMV of those interests, the Taxpayer was left with a gift tax deficiency.
Do You Really Know Your Data for Determining Discounts?
The analysis of a popular data source used in determining discounts for asset-holding entities. An advanced understanding of the data is critical in order to avoid overvaluing your client’s investments by understating the discounts.
Burchfield v. Burchfield
In valuing husband’s law firm partnership interest, court finds undistributed earnings, even though allocated to husband before separation, are not marital property because money was based on firm’s anticipated net profits; money was not earned during marriage but after parties’ separation.
Court Explains Treatment of Undistributed Earnings in Valuing Law Firm Partnership Interest
In valuing husband’s law firm partnership interest, court finds undistributed earnings, even though allocated to husband before separation, are not marital property because money was based on firm’s anticipated net profits; money was not earned during marriage but after parties’ separation.
BVU News and Trends December 2018
A monthly roundup of key developments of interest to business valuation experts.
Partner valuation issues in MLPs
An article by Jim Hanson, managing director in the transaction opinions practice at Duff & Phelps, looks at the relationship between general partner and limited partner interests in master limited partnerships (MLPs).
Tips and Takeaways From the NYSSCPA BV Conference
BVU attended the annual business valuation conference of the New York State Society of CPAs (NYSSCPA) on May 21 in New York City. As usual, it was an excellent conference, and here are a few takeaways from the sessions.
Tips and takeaways from the NYSSCPA BV event
BVWire attended the annual business valuation conference of the New York State Society of CPAs (NYSSCPA) on May 21 in New York City.
Farrell v. Farrell (II)
Appeals court says trial court erred in allowing husband to pay substantial portion of wife’s share in marital property over multi-year period; trial court must order immediate equal division of stock in family businesses.
Unclear Valuation of Family Business Interests Requires Remand
Appellate court remands for trial court’s express valuation of husband’s business interests and for explanation of its unequal distribution, awarding all of the business interests to husband.
Farrell v. Farrell (I)
Appellate court remands for trial court’s express valuation of husband’s business interests and for explanation of its unequal distribution, awarding all of the business interests to husband.
Adams v. Adams
Massachusetts Supreme Judicial Court rejects direct capitalization method for valuing hedge fund partnership interest, finding DCF method is more appropriate, plus tax-affecting.
Fleischmann v. Fleischmann
This action for divorce was commenced on January 23, 2006.
Productivity Adjustment Key for Private-Practice Valuations
Determination of reasonable compensation in valuation of private practice (dental) in dissolution case ...
Schiro v. Schiro
Determination of reasonable compensation in valuation of private practice (dental) in dissolution case ...
Oral Surgeon’s Post-Divorce Reduction in Hours Worked Considered
The Michigan Court of Appeals affirmed the valuation of an interest in an oral surgery practice as a going concern where the goodwill value was computed based on the number of hours the professional performed procedures. Further, the court adopted the ass ...
Court values and distributes partner's interest in enterprise goodwill of Ernst & Young
One of the issues in this marital dissolution was the value of the husband's partnership interest in the accounting firm of Ernst & Young ("E&Y"), including his interest ...