Advising clients on the meaning of ‘fair value’
The phrase ‘fair value’ continues to bedevil the high courts and create very different expectations when parties are forced to figure out what to pay when buying and selling.
Henley Mining v. Parton
In statutory appraisal case, court denies summary judgment motion arguing opposing expert’s valuation fails to meet legal definition of fair value, i.e., “the value of the company as a whole and as a going concern”; court says controlling case law does not preclude use of net asset value method.
Fair Value Standard Does Not Preclude Use of Net Asset Approach, Court Affirms
In statutory appraisal case, court denies summary judgment motion arguing opposing expert’s valuation fails to meet legal definition of fair value, i.e., “the value of the company as a whole and as a going concern”; court says controlling case law does not preclude use of net asset value method.
Kruse v. Synapse Wireless, Inc.
In appraisal action arising out of controller’s buyout of minority stockholders, court finds there is no reliable market evidence as to target’s fair value on merger date; none of expert valuations are “wholly reliable,” but one expert’s DCF analysis offers a “proportionately reliable conclusion.”
Lacking Any Wholly Reliable Indicators of Fair Value, Court Adopts Respondent's DCF Model
In appraisal action arising out of controller's buyout of minority stockholders, court finds there is no reliable market evidence as to target's fair value on merger date; none of expert valuations are "wholly reliable," but one expert's DCF analysis offers a "proportionately reliable conclusion."
Fir Tree Value Master Fund v. Jarden Corp., (Jarden III)
High court affirms trial court’s use of unaffected market price as fair value in statutory appraisal involving merger of publicly traded company; high court rejects petitioners’ late argument that, where sale process was flawed and company failed to prove synergies, deal price should act as floor.
No ‘Long-Recognized Principle’ Against Use of Market Price as Fair Value Indicator, High Court Says
High court affirms trial court’s use of unaffected market price as fair value in statutory appraisal involving merger of publicly traded company; high court rejects petitioners’ late argument that, where sale process was flawed and company failed to prove synergies, deal price should act as floor.
North Carolina court looks to deal price for fair value in tobacco merger
The importance of Delaware appraisal jurisprudence beyond state borders was on display in a recent fair value decision out of North Carolina related to a merger involving the tobacco giant Reynolds.
Reynolds American Inc. v. Third Motion Equities Master Fund Ltd.
In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.
North Carolina Court Says Deal Price Represents Upper Limit of Tobacco Company’s Fair Value
In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.
Synergy deduction purely academic in new Delaware appraisal ruling
In a statutory appraisal case that involved the sale of a publicly traded company to a privately held entity, the Delaware Court of Chancery recently decided the deal price was a reliable indicator of fair value and a downward adjustment for synergies was justified.
Delaware Court of Chancery says no to expert’s novel approach to beta calculation
In an appraisal proceeding in which the Delaware Court of Chancery favored the discounted cash flow analysis as the means with which to determine fair value, the court had sharp words for the company expert’s decision to introduce a new way for calculating equity beta.
Untested beta calculation KOs expert’s credibility and fair value conclusion
In a statutory appraisal case with several twists, the Delaware Court of Chancery recently agreed with the parties’ experts that a discounted cash flow analysis was the only way to determine fair value while rejecting, unequivocally, the company expert’s novel approach to calculating beta.
2019 Key Valuation and Damages Cases
A discussion of the court cases that have dominated the conversation in 2019 among financial experts by making law or influencing attitudes on key valuation issues.
In re Panera Bread Company
In appraisal action involving sale of public company, court says sale process had “objective indicia of reliability,” justifying use of deal price for fair value determination; synergy deduction is appropriate to account for value from anticipated cost and tax-related savings due to merger.
Court Considers Deal Price Persuasive Indicator of Fair Value and Approves Synergy Deduction
In appraisal action involving sale of public company, court says sale process had “objective indicia of reliability,” justifying use of deal price for fair value determination; synergy deduction is appropriate to account for value from anticipated cost and tax-related savings due to merger.
Manichaean Capital, LLC v. SourceHOV Holdings, Inc.
In appraisal proceeding, Court of Chancery adopts petitioner expert’s DCF-based model for calculating fair value, making slight adjustment to expert’s size premium; on beta calculation, court finds respondent expert’s novel approach “does not survive judicial scrutiny” and raises Daubert issues.
Novel Beta Method Occasions Rebuke From Court of Chancery in Appraisal Case
In appraisal proceeding, Court of Chancery adopts petitioner expert’s DCF-based model for calculating fair value, making slight adjustment to expert’s size premium; on beta calculation, court finds respondent expert’s novel approach “does not survive judicial scrutiny” and raises Daubert issues.
2019 Key Business Valuation and Damages Cases
At the end of every year, BVLaw takes stock of valuation and damages cases that have dominated the conversation among financial experts by making law or influencing in some other way attitudes on key valuation issues. Here is our selection of 2019 cases by Sylvia Golden, Esq., BVR’s executive legal editor.
Noteworthy highlights of the year in BV for 2019
It was a notable year for the business valuation profession in 2019, and BVWire was on the scene each and every week covering all the important developments.
BVLaw Case Update: Kress, Vinoskey plus three more cases that dominated 2019
Join Jim Alerding, a veteran valuator, and Sylvia Golden, BVR’s legal editor, for a discussion of five of the most consequential valuation and damages cases of 2019. This selection of state and federal cases includes the year’s tax decisions that have reframed the conversation on tax affecting, a statutory appraisal case illustrating the Delaware Court of Chancery’s current approach to determining fair value, an ESOP trial court decision that solidifies the DOL’s litigation success, and ...
Highlights of 2019 Delaware Valuation Decisions
This year to date has been another active period for valuation cases in the Delaware courts. Six cases are reviewed and the predominant theme is that, in arm’s-length transactions, appraisal value continues to be based primarily on the transaction price rather than on discounted cash flow.
Columbia Pipeline ruling highlights terminal value flaw in expert’s DCF
In the Columbia Pipeline statutory appraisal action, the Delaware Court of Chancery recently rejected the petitioner expert’s discounted cash flow analysis to determine fair value and, in a short but noteworthy discussion, explained why the court has come to question the usefulness of the DCF in many instances.
Deal price prevails in yet another Delaware statutory appraisal ruling
Nine days after his ruling in Columbia Pipeline, Vice Chancellor Laster again found the deal price was the most reliable indicator of fair value in a statutory appraisal case involving a publicly traded mining company.
In re Appraisal of Jarden Corp. (II)
Responding to petitioners’ motion for reargument, court concedes and corrects errors in court’s original DCF analysis but finds corrected DCF model still corroborates the original fair value determination; court affirms its reliance on unaffected market price as fair value indicator.