Beway Provides Conflicting Guidance re Statutory Fair Value in New York

This post provides a review of the 1995 New York Appellate Division, First Department case of Beway, which addressed certain “principles” guiding statutory fair value determinations in New York. It points out what appears to me to be a significant inconsistency in the treatment of marketability discounts based on the guidance from Beway. As will be shown, “equal treatment of all shares of the same class of stock” is not really equal treatment.

Should Pre-Litigation Appraisals be Admitted in Current Litigations?

It is Likely Best to Assume That They Will be Admitted

Peter Mahler of New York Business Divorce Blog wrote a post today titled “Disclosure of Estate Tax Stock Appraisals in Shareholder Disputes.” The question addressed is if or whether, in the context of contested stock valuation procedures stemming from elections to purchase in statutory dissolution or dissenting shareholder cases, pre-litigation appraisals rendered for estate tax purposes (or other purposes) should be discoverable. That’s a good question. In this post, I’ll comment briefly as a business appraiser and businessman.

Statutory Fair Value re a New York Real Estate Holding Company

Observations from a Case That Settled During Trial

This week’s post is about a very recent statutory fair value case involving a real estate holding company in New York. The case settled, favorably for the plaintiff/shareholder, after opening arguments at the beginning of trial. The key business valuation question was that of the appropriate marketability discount in a New York fair value determination. All the arguments are shared and analyzed. If you were the holding company, would you have settled?

Athlon Sports Communications and Fair Value in Tennessee

The Trial Court's Opinion after Reversal and Remand from Supreme Court

Several months ago, I wrote a post about a recent ruling of the Tennessee Supreme Court addressing the issue of statutory fair value in Tennessee. The Supreme Court reversed the trial court and remanded the case for reconsideration. In my earlier post, I called this a “friendly reversal” because the Supreme Court reversed with what seemed to me to be an invitation for the trial judge to reach the same conclusion and to be consistent with the Supreme Court’s new ruling.

Intrinsic Value in Virginia Divorce Valuation Proceedings

Last week, I gave a presentation titled “Intrinsic Value and Valuation Multiples” to a conference held by the Fairfax County (Virginia) Bar Association at the Omni Hotel in Nashville. My presentation discussed the intrinsic value standard of value in Virginia divorce-related valuations of closely held business assets. In addition, I talked about developing valuation multiples with credibility. This post addresses the intrinsic value standard of value.

Tennessee Supreme Court Addresses Statutory Fair Value for the First Time in 35 Years in Athlon Sports Communications

In a 1983 case, Blasingame v. American Materials, Inc., 654 S.W. 2d 659 (Tenn. 1983), the Supreme Court of Tennessee adopted what is called the “Delaware Block” method for determining the fair value of shares in dissenters’ rights cases in Tennessee. This method, considered alone, was already outdated by precedent case law in Delaware when Blasingame was issued. However, in the recent Athlon Sports Communications case, the Tennessee Supreme Court finally brings Tennessee dissenters’ rights appraisal determinations more in line with the majority of states.

Congel v Malfitano: “The Value” or Fair Value or Bad Behavior Value in New York?

Yesterday, Peter sent me a copy of a New York Court of Appeals case, Congel v. Malfitano. In New York, the Court of Appeals is the appellate court, while trials occur in the lower level Supreme Court. Is this another “bad behavior” case like Wisniewski v Walsh? Let’s see.

What Kind of Value is Statutory Fair Value?

Kentucky Supreme Court Provides Guidance

Several years ago, I wrote about the most recent appellate level case in Kentucky (Shawnee Telecom Resources, Inc. v. Kathy Brown) addressing the question of statutory fair value in Kentucky. Given several recent conversations with Kentucky clients, a revisit of that case seems appropriate.

Idaho Supreme Court Affirms No DLOC and No DLOM in Fair Value Proceeding

Statutory Fair Value and Business Valuation Series #9

The Idaho Supreme Court issued an opinion in Wagner v. Wagner affirming a District Court’s determination in the fair value of shares of Wanooka Farms, Inc. This determination of fair value was a matter of first impression in Idaho. The District Court determined that neither a discount for lack of control (minority discount) nor a discount for lack of marketability (marketability discount) were appropriate in the determination of fair value. The Supreme Court in Idaho affirmed this conclusion, but where does this leave the definition of fair value in Idaho?

In Re: Appraisal of Dell Inc.: Asset Managers at Risk?

T. Rowe Price Did Not Dissent Properly and is Paying $200 Million to Investors

In a decision issued May 11, 2016, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that the 31.1 million shares of Dell Inc. held by T. Rowe Price Associates for various investors had not been properly perfected, giving asset managers an abrupt incentive to be meticulous.