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 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



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 App. 2 Dist.)(July 23, 2009)(unpublished) Several professional tenants in a commercial office formed a C corporation to purchase the property in 1979.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 -

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
Dissenter rights create trend of investors driving higher prices and gaining ... - Lexology (registration)
Exercising Appraisal Rights – An Effective Tool For Canadian Activists? - Mondaq News Alerts (registration)
The Classical Liberal Constitution - Cato Institute
Holland & Knight LLP | Dissenter Rights Create Trend of Investors Driving ... - Linex Legal (press release) (registration)
Why I'm Buying PotashCorp, Once Again - DailyFinance
  Fair Value In The BVWire
It’s no secret that the Delaware Court of Chancery has a strong liking for the discounted cash flow (DCF) analysis in fair value determinations. For this reason, a decision in which the court expressly rejected the DCF method in favor of the actual merger price—which recently happened—is sure to...
Issue #135-2

The much-anticipated Standards of Value: Theory and Application, second edition, by Jay Fishman, Shannon Pratt, and William Morrison (John Wiley & Sons) is now available. Fishman was at the recent NACVA annual conference appearing on behalf of the book. BVWire believes this completely updated...
Issue #129-2

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

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

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

  Fair Value In The Blogs
Note: Blog feeds are automated and not screened for accuracy or applicability
Defining Fair Value In Shareholder Disputes : Forensic Perspectives
The Model Business Corporation Act in 1984 created the right of a shareholder to dissent from corporate decisions and obtain payment of the value of his or her shares. The shareholder is entitled to receive the "fair value" of his or her shares ...
Inside: Shareholder divorces and determining fair value
If criminal law involves bad people on their best behavior and divorce law involves good people on their worst behavior, shareholder disputes are somewhere in between.
Fair value vs fair market value in business valuation - ValuAdder
Fair value of a company is determined immediately before the conclusion of a corporate action to which the shareholder objects (e.g. company sale at a certain price and terms); using customary and current valuation concepts ...
NBK Capital reiterates QNB fair value at QAR 196.10/share, “Hold ...
NBK Capital Mena Research said the financial results posted by Qatar National Bank (QNB) came in line with expectations.
2014 Symposium: A Bird's–Eye View of Shareholder ... - The Network
Shareholders that oppose the price of acquisition have the right to be compensated for their shares at fair value. The dissenting shareholders seek a judicial valuation which requires the shares to be given a fair value and ...

Copyright © 2014 Business Valuation Resources, LLC. All rights reserved.
(503) 291-7963   Privacy Policy   Top of Page

Accessed: Saturday, 4/19/2014 8:16:37 PM.