Indiana Court of Appeals: No Discounts in Unclear and Mandatory Shareholder Agreement Buyout

The Indiana Court of Appeals reversed a trial court decision, concluding that valuation discounts in an unclear buy-sell agreement were appropriate even in light of the mandatory nature of the buyout. In other words, the agreement created a market and the trial court ignored this fact. This is an interesting case and yet another example of why valuation processes in buy-sell agreements must be carefully drafted to avoid such debacles when trigger events inevitably happen.








