In this week’s New York Business Divorce, read about an unusual business valuation decision in a breach of contract case rendered by a court solely on papers pitting an expert against layperson, with the layperson successfully persuading the Court the entity had no value.
Continue Reading Valuation Decision Finds LLC “Worthless, Worthless, Worthless”
Dissenting Shareholder Stock Appraisal Triggered by Freeze-Out Merger Raises Issue of Post-Merger Tax Consequences for C Corporation with Built-In Gains
Stock valuation junkies can get their fix in this week’s New York Business Divorce, as it revisits the issue of discounts for BIG — as in built-in capital gains taxes — in the appraisal of C corporation shares under the fair value standard, prompted by a decision last week by a Manhattan appeals court in a case called Matter of Mandelbaum.
Continue Reading Dissenting Shareholder Stock Appraisal Triggered by Freeze-Out Merger Raises Issue of Post-Merger Tax Consequences for C Corporation with Built-In Gains
Cross-Country Valuation Check-Up: Discounts, Buy-Sell Agreements, and Ambiguity Potholes
While there is tremendous diversity from state to state when it comes to statutory and judge-made law in business divorce cases, business valuation principles are—with a few notable exceptions—far more homogenous. So it makes sense to occasionally venture beyond New York’s borders to see how other courts and experts are addressing the business valuation questions that New York-based business divorces often encounter.
This week’s post looks at several recent decisions across the country concerning valuation principles and discounts. While each case features different applicable rules and agreements, our New York readers would be wise to note the persuasive power of these cases, especially given the sometimes-thin body of New York caselaw on business valuation issues.
Continue Reading Cross-Country Valuation Check-Up: Discounts, Buy-Sell Agreements, and Ambiguity PotholesFueling the DLOM Debate: Control Transfer Restrictions and the Discount for Lack of Marketability
When valuing an owner’s interest in a closely-held company, the calculation and applicability of a discount for lack of marketability is among the most fertile grounds for sharp disagreement. One open question: should the DLOM account for any contractual restrictions on a controlling owner’s ability to transfer his or her control?
Continue Reading Fueling the DLOM Debate: Control Transfer Restrictions and the Discount for Lack of Marketability
Top Ten Business Divorce Cases of 2012
This week’s New York Business Divorce rings in the New Year with its fifth annual list of the past year’s ten most significant business divorce cases, also providing short summaries and links to prior posts on the featured cases. Happy New Year!
Continue Reading Top Ten Business Divorce Cases of 2012