Valuation

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

An interesting new decision by Queens County Justice Peter Kelly in a stock valuation proceeding wrestles with issue preclusion stemming from a bankruptcy court’s rejection of a proposed settlement involving the petitioner’s shares. This week’s New York Business Divorce explains.
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Continue Reading Bankruptcy Court’s Ruling Does Not Establish “Floor” Value in Subsequent Stock Appraisal Proceeding

A rare case stemming from a petition to dissolve a residential co-op corporation is the subject of this week’s New York Business Divorce. The decision by Justice Carolyn Demarest in McDaniel v. 162 Columbia Heights addresses challenging valuation issues for this unique type of business corporation.
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Continue Reading Valuing Shares in a Residential Co-op Corporation: Is the Whole Worth More Than the Sum of its Parts?

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

Fights over the good will value of a business are not uncommon in corporate dissolution and buyout proceedings. In this week’s New York Business Divorce, read about a recent appellate decision holding that courts lack authority to appraise good will post-dissolution in the absence of an agreement of the parties that good will is a distributable asset of the corporation.
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Continue Reading Appellate Court Upholds Denial of Good Will Appraisal in Deadlock Dissolution Case

The death in 2007 of Claudia Cohen, a well-known gossip columnist and socialite who married and divorced billionaire Ronald Perelman, led to a high-stakes litigation between her estate and her surviving brother over the valuation of the estate’s 50% share in a family partnership that directly or indirectly owned real estate interests with a market value over $20 million. A recent court decision ruled against the estate’s $11.5 million claim and, instead, enforced a $178,000 “net book value” buyout under the partnership agreement’s formula, also rejecting the estate’s argument that such a drastically below-market buyout was unconscionable. Read this week’s New York Business Divorce to get the full story.
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Continue Reading Court Rejects Unconscionability Argument in Family Partnership Valuation Case, Concludes that “Full and True Value” Equals “Net Book Value” as Defined by Agreement

Including buy-sell provisions in a shareholders’ or operating agreement is a good idea, but if the agreement fails to clearly define basic valuation parameters it may lead to the very litigation that the agreement was intended to avoid. Case in point: Justice Ira Warshawsky’s recent decision in Sassower v. 975 Stewart Avenue Associates, LLC, featured in this week’s New York Business Divorce.
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Continue Reading Case Illustrates Importance of Clear Valuation Parameters in Buy-Sell Agreement Among Owners of Closely Held Business

Did you know that the Surrogate’s Court has jurisdiction over corporate dissolution proceedings involving the estate of a deceased shareholder? Read more in this week’s New York Business Divorce highlighting a recent appellate decision affirming an award in favor of the estate of a minority shareholder arising from a petition for judicial dissolution of an accounting firm.
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Continue Reading Majority Shareholders of Accounting Firm Held Liable for Value of Deceased Minority Shareholder’s Interest After They Formed New Firm Using Old Firm’s Assets and Good Will