Search:
NOT LOGGED IN
BVR's Guide to Fair Value in Shareholder Dissent, Oppression and Marital Dissolution

This page is for demo purposes only, and some links aren't turned on. If you are a subscriber please login. To purchase this guide and start your subscription click here.



Preview the Table of Contents & Excerpt from BVR's Guide to Fair Value in Shareholder Dissent, Oppression and Marital Dissolution

This guide was created as a feature-enhanced PDF so you can use extra tools such as bookmarking pages, highlighting and note-taking. To download the PDF, click on the cover image or title. Please note, you may need to use the free Digital Reader download to enable some functions of the enhanced-feature PDF. Visit www.adobe.com for more information.

For more information on eBooks please contact our Sales team.



For a list of links to full texts of court case opinions related to Fair Value Dissent and Oppression, click on the heading below.

Fair Value

  Updates

10/28/2009

Statutory Fair Value of Real Estate Holding Co. Includes Transaction Costs, Taxes

Brynwood Co. v. Schweisberger, 2009 WL 2218728 (Ill. App. 2 Dist.)(July 23, 2009)(unpublished) Several professional tenants in a commercial office formed a C corporation to purchase the property in 1979. The owner of an accounting firm took a lead interest (26%), served on the board of directors, and provided the company’s accounting services until he retired in 1996. The remaining shareholders’ interests ranged from 11% to 14%. The company owned and operated the building as its sole asset for nearly twenty-five years when the directors considered converting to an S corporation, primarily to avoid double taxation (at the corporate and shareholder level). The board also discussed selling the building and dissolving the company. The building was appraised five times, with values ranging from $850,000 to $1.43 million. In 2000, the company repurchased the shares of two non-tenant owners at $42.50 per share. During the next year, it offered to repurchase the interests of all non-tenant owners, including the retired accountant, for $48.50 to $50.00 per share. Click here to read the rest of this abstact.

Feedback? Email - guides@bvresources.com



Bonus article by Douglas K. Moll: Shareholder Oppression and “Fair Value”: Of Discounts, Dates, AND Dastardly Deeds in the Close Corporation

The doctrine of shareholder oppression protects a close corporation minority investor from the improper exercise of majority control. When a minority shareholder establishes “oppressive”majority conduct, a court typically orders the majority to purchase the minority’s stock at its “fair value.” But what does fair value mean? Further, when is fair value to be measured? The questions are critical ones that affect the lives of countless close corporation investors and that generate an enormous amount of present-day litigation. This Article builds a case for defining fair value as enterprise value in the shareholder oppression context. The Article argues, in other words, that the buyout remedy should provide an oppressed minority investor with his pro rata share of the company’s overall value, with no reductions (or “discounts”) for the lack of control or liquidity associated with the minority’s shares. Moreover, the Article suggests that, in many situations, courts should allow an oppressed shareholder to choose between the “date of filing”and the “date of oppression”as the appropriate valuation date.

Click here to download this article
  Fair Value In The News
Note: News feeds are automated and not screened for accuracy or applicability
5/17/2013
Edgefront Realty Corp. mails information circular regarding conversion to Real ... - Canada NewsWire (press release)
5/15/2013
Titan Pharmaceuticals Announces First Quarter 2013 Financial Results - Marketwire (press release)
5/16/2013
ATLANTIC COAST FINANCIAL CORP : Atlantic Coast Financial Corporation ... - 4-traders (press release)
5/15/2013
ENERJEX RESOURCES INC : EnerJex Resources Announces Record Revenue ... - 4-traders (press release)
5/6/2013
ProAssurance Reports Results for First Quarter 2013 - Wall Street Journal (press release)
  Fair Value In The BVWire
4/3/2013
We believe BV appraisers should be on the speed-dial list of every business reporter, their expertise the "center column" of financial pages, but recently we’ve seen articles on appraisal topics in places from The New York Times to Forbes to a daily business blog that have somehow omitted BV...
Issue #127-1

1/3/2013
Business appraisers may recall Giaimo v. Vitale, a dissenting shareholder case that affirmed the application of a discount for lack of marketability (DLOM) to the statutory fair value of a company that owned 19 apartment buildings. Importantly, the lower court did not distinguish between the...
Issue #124-1

11/7/2012
The article on the "Future of Valuation Litigation"—which we’ve been discussing the past couple of weeks—essentially argues that courts should rely on contemporaneous market evidence rather than "testimony of paid litigation experts" to determine the value of public as well as private companies in...
Issue #122-1

9/12/2012
Valuation evidence and experts were the "big issue" in a recent jury trial—and the big reason why the plaintiffs, former participants in an employee stock bonus plan, won $1.5 million from their employer and plan administrator, reports Steve Whittington (Willamette Management Associates) in the...
Issue #120-1

8/21/2012
A private equity group sought to cash out its controlling interest in The Orchard Enterprises, an online music provider. When no prospective buyer agreed to pay a $25 million liquidation fee that the sale would trigger, the PE group engineered a going private merger at just over $2 per share. A...
Issue #119-4



  Fair Value In The Blogs
Note: Blog feeds are automated and not screened for accuracy or applicability
N.J. Recognizes Key Man and Marketability Discounts In Fair Value ...
N.J. Recognizes Key Man and Marketability Discounts In Fair Value Analysis. In Wisniewski v. Walsh, a trio of siblings were involved in a bitter shareholder oppression dispute that stemmed from a contested purchase of a ...
Fishman: Standards of Value 2nd Edition: Theory & Applications ...
The development of fair value as a standard of value in both shareholder dissent and oppression. Laying the groundwork for discussion and further research, Standards of Value provides a comprehensive, state-by-state ...
"Shareholder Oppression and “Fair Value”: Of Discounts, Dates, and ...
The doctrine of shareholder oppression protects a close corporation minority investor from the improper exercise of majority control. When a minority shareholder establishes "oppressive" majority conduct, a court typically orders the majority to ...
DIVORCE MEDIATION: Then and Now - Levine Dispute Resolution
After my first divorce mediation training program, in 1995, presented by the American Academy of Matrimonial Lawyers, I was struck by the irony that a peer group based on divorce trial practice would, in the minds of many fellows, ..... divorce insurance coverage family law mediation fair value mediation room private law practice business neutral professionals advocacy divorce mediation and arbitration hybrid post-divorce health coverage married filing separately The ...
Patent Ownership Split in Divorce and Divided Ownership Negates ...
The Divorce Settlement merely reinforced that presumption by subjecting the Patent to equitable distribution and awarding Ms. Taylor a 60% interest in any proceeds from the Patent. ..... My point, which I haven't been subtle about at all, is that it's a whole different ballgame when you're talking about a patent that has already been assigned for fair value in the ordinary course of employment, back when the wife was perfectly fine with hubby doing that for a living, with ...



Copyright © 2013 Business Valuation Resources, LLC. All rights reserved.
(503) 291-7963   Privacy Policy   Top of Page

Accessed: Saturday, 5/18/2013 11:40:57 PM.