Blau v. Commissioner (RERI II)
In charitable contribution case involving remainder interest, D.C. Circuit upholds Tax Court’s value-related findings, including that petitioner did not provide qualified appraisal and did not meet substantiation requirements; valuation here is to be based on FMV, not actuarial tables.
Smith v. Promontory Financial Group, LLC
In buyout dispute, court says parties’ letter of intent states buyout conditions; court relies on amount stated in plaintiff’s debt/equity deal proposal to value subject company, finding parties’ trial experts used methods (DCF and asset accumulation) not suited to valuing subject company.
Delaware Chancery Relies on Deal Proposal Valuation in Adjudicating Buyout Dispute
In buyout dispute, court says parties’ letter of intent states buyout conditions; court relies on amount stated in plaintiff’s debt/equity deal proposal to value subject company, finding parties’ trial experts used methods (DCF and asset accumulation) not suited to valuing subject company.
Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba III)
Delaware Supreme Court overturns Court of Chancery’s fair value determination based on unaffected market price and awards petitioners deal price minus synergies as determined by company; trial court’s analysis rested on “inapt” agency-costs theory and raised due process and fairness concerns.
Delaware Supreme Court Reproves Chancery’s Use of Unaffected Market Price in Aruba
Delaware Supreme Court overturns Court of Chancery’s fair value determination based on unaffected market price and awards petitioners deal price minus synergies as determined by company; trial court’s analysis rested on “inapt” agency-costs theory and raised due process and fairness concerns.
Experts comment on recent Brundle ESOP decision
In its recent Brundle opinion (see last week’s coverage), the 4th Circuit Court of Appeals, in describing the major actors in the case, included a quote (not attributed) that the ESOP world was “a very incestuous community.”
It’s not just about FMV, Brundle ESOP appeals court ruling shows
“Fair market value” is not the only consideration when it comes evaluating the performance of the ESOP trustee, the 4th Circuit made clear in its recent ruling, on which we reported here last week and which represents another milestone in ESOP case law.
4th Circuit upholds Brundle ESOP valuation and damages findings
The 4th Circuit Court of Appeals just affirmed the district court’s ruling against the trustee in the intensely contested Brundle v. Wilmington Trust ESOP case, including the district court’s valuation and damages findings.
Brundle v. Wilmington Trust N.A. (III)
In key ESOP case, 4th Circuit affirms liability and damages findings against ESOP trustee; court says trustee’s reliance on ESOP appraiser’s contemporaneous valuation was not “reasonably justified”; district court used correct measure of damages and justifiable methodology, 4th Circuit finds.
4th Circuit Says Record Supports Liability and Damages Findings Against ESOP Trustee
In key ESOP case, 4th Circuit affirms liability and damages findings against ESOP trustee; court says trustee’s reliance on ESOP appraiser’s contemporaneous valuation was not “reasonably justified”; district court used correct measure of damages and justifiable methodology, 4th Circuit finds.
Court Admits Unjust Enrichment Damages Based on Profit Projections
In Daubert case centering on misappropriation of trade secrets, court says plaintiff expert’s valuation of trade secrets based on defense projections of sales and profits derived from offending product is admissible; defendant failed to show this approach to determine asset’s value is improper.
Grove US LLC v. Sany America Inc.
In Daubert case centering on misappropriation of trade secrets, court says plaintiff expert’s valuation of trade secrets based on defense projections of sales and profits derived from offending product is admissible; defendant failed to show this approach to determine asset’s value is improper.
Kendall Hoyd & Silver v. Trussway Holdings
Delaware Court of Chancery finds DCF analysis is the best way to achieve fair value in a statutory appraisal case arising out of a contested merger; court’s analysis leans heavily on company expert’s analysis regarding contested inputs, including projections, beta, and terminal value.
Court Chooses DCF to Determine Fair Value in ‘Straightforward’ Appraisal Case
Delaware Court of Chancery finds DCF analysis is the best way to achieve fair value in a statutory appraisal case arising out of a contested merger; court’s analysis leans heavily on company expert’s analysis regarding contested inputs, including projections, beta, and terminal value.
Current Observations on the Valuation Impact of the TCJA
Based on sessions at the 2018 AICPA Forensic & Valuation Services (FVS) Conference in Atlanta.
BVU News and Trends February 2019
A monthly roundup of key developments of interest to business valuation experts.
My Imagination v. M.Z. Berger & Co. (II)
Court denies plaintiff’s motion for reconsideration, affirming earlier finding that the expert did not offer an opinion as to damages for loss of business value; expert never offered any opinion of business’s value at any time, court says.
Cargotec Corp. v. Logan Industries
Appeals court majority strikes down lost profits and diminished business value awards, finding plaintiff failed to show causation and its damages expert based his calculations on management’s business plan without substantiating the plan’s underlying (unreasonable) gross profit goals.
Court’s Majority Says Expert’s Reliance on Management Projections Was Unreasonable
Appeals court majority strikes down lost profits and diminished business value awards, finding plaintiff failed to show causation and its damages expert based his calculations on management’s business plan without substantiating the plan’s underlying (unreasonable) gross profit goals.
IRS issues proposed regs on business interest limits
The IRS proposed rules that would govern the new business interest expense deduction limit in the Tax Cuts and Jobs Act (TCJA).
Court Concludes Plaintiff Cannot Satisfy Three-Part New York Lost Profits Test
Court says plaintiff fails New York test for lost profits; plaintiff lacks coherent damages theory and, by its own admission, is unable to do more than speculate about future profitability; expert calculation represents “the sort of conjecture the reasonable certainty standard prohibits.”
MY Imagination v. M.Z. Berger & Co. (I)
Court says plaintiff fails New York test for lost profits; plaintiff lacks coherent damages theory and, by its own admission, is unable to do more than speculate about future profitability; expert calculation represents “the sort of conjecture the reasonable certainty standard prohibits.”
‘Real-World Market Evidence’ Does Not Support Dissenters’ Damages Claim, Chancery Says
Chancery says plaintiffs proved directors breached fiduciary duties and duty to disclose but failed to prove damages; court rejects plaintiff experts’ DCF analysis, noting problematic projections and beta; “real-world market evidence” shows company was not worth more than deal price.
In re PLX Tech. Stockholders Litig.
Chancery says plaintiffs proved directors breached fiduciary duties and duty to disclose but failed to prove damages; court rejects plaintiff expert's DCF analysis, noting problematic projections and beta; “real-world market evidence” shows company was not worth more than deal price.
Courts are alert to valuations unmoored from the facts
Perhaps experts feel pressure from the hiring attorney or the client, perhaps they are unable to access key documents or information, or perhaps they simply lack valuation and litigation experience.