Fair Market Value vs. Fair Value

Chris Mercer, one of the country’s leading authorities on business valuation, has written a series of important and helpful articles on the statutory fair value standard used by courts in dissenting shareholder appraisals and oppressed minority shareholder buy-out proceedings. Get a taste in this week’s New York Business Divorce.

Continue Reading Chris Mercer Tackles Statutory Fair Value

This week’s New York Business Divorce examines a noteworthy decision by Manhattan Supreme Court Justice Marylin Diamond in Cole v. Macklowe, where she precluded the defendant’s valuation expert from testifying on the applicability of minority and marketability discounts in valuing the plaintiff’s equity interests in a series of single-asset real estate holding companies.

Continue Reading Court Rejects Minority and Marketability Discounts in Assessing Damages for Breach of Equity Participation Agreement

The Appellate Division, Second Department last week affirmed the key rulings by Justice Ira Warshawsky in the Murphy v. U.S. Dredging valuation case, including his application of a marketability discount to entire enterprise value rather than limiting it to good will. Learn more in this week’s New York Business Divorce.

Continue Reading Ruling on Valuation Discounts for Marketability, Built-In Gains Tax Ends Rift Among New York Appellate Courts

Business appraiser Mark Gottlieb recently interviewed me for a podcast on the subject of fair value in shareholder buyout proceedings. This week’s New York Business Divorce has a link to Mark’s website where you can listen to the interview.

Continue Reading Fair Value in Stock Valuation Proceedings: Podcast Interview of Peter Mahler by Business Appraiser Mark Gottlieb

An Illinois appellate court recently ruled in an unusual dissenting shareholder case on the valuation of shares in a single asset, real estate “C” corporation. It’s a highly interesting decision, pitting equitable considerations against valuation orthodoxy. You can either guess which prevailed, or you can read this week’s New York Business Divorce.

Continue Reading In Unusual Case, Illinois Appellate Court Reduces Fair Value Award to Dissenting Shareholder

Valuation discounts are among the most hotly contested issues in minority shareholder buy-out proceedings triggered by dissolution petitions. As between the discount for lack of marketability and the minority discount (a/k/a discount for lack of control), New York case law allows one of them and prohibits the other. Do you know which is which? Find out in this week’s New York Business Divorce.

Continue Reading What’s the Difference Between Marketability and Minority Discounts?

It’s the perfect LLC storm: Accusations by the minority member of overreaching and breach of fiduciary duty by the controlling members, no operating agreement, and an LLC statute that affords neither party a judicial means of achieving the separation they each want. Read about it in this week’s New York Business Divorce.

Continue Reading A Case of Mutual Frustration: Minority Member of LLC Can’t Compel Dissolution, Majority Can’t Compel Buyout

Justice Ira Warshawsky of Nassau County Supreme Court’s Commercial Division has issued a “BIG” decision (as in discount for Built-In Gains tax) in a stock valuation arising out of a dissolution proceeding brought by minority shareholders claiming oppression. Read about it in this week’s New York Business Divorce.

Continue Reading Court Discounts Fair Value Award for Built-In Gains Tax in Shareholder Oppression Case

Is there a difference in determining the “value” of a partnership interest under Partnership Law Section 73 and the “fair value” of a stock interest under the Business Corporation Law? This week’s New York Business Divorce looks at a recent New York appellate decision that answers the question in a dispute over application of discounts for lack of control and lack of marketability.

Continue Reading Court Refuses to Apply Marketability and Minority Discounts in Valuing Deceased Partner’s Interest