BVR's Guide to Fair Value in Shareholder Dissent, Oppression and Marital Dissolution
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BVR's Guide to Fair Value in Shareholder Dissent, Oppression and Marital Dissolution
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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
Advanced Communication Design, Inc. v. Follett (1)
Advanced Communication Design, Inc. v. Follett (2)
Advanced Communication Design, Inc. v. Follett (3)
Allenson v. Midway Airlines Corp.
Andaloro v. PFPC Worldwide, Inc.
Anderson v. Anderson
Anjoorian v. Kilberg
Ansin et al. v. River Oaks Furniture, Inc., et al.
Applebaum v. Avaya, Inc., et al.
Arnaud v. Stockgrowers State Bank
Balsamides v. Perle
Balsamides v. Protameen Chemicals
Baltrusis v. Baltrusis
Becker, In re Marriage of I
Becker, In re Marriage of II
Berens v. Ludwig (1)
Berens v. Ludwig (2)
Bernier v. Bernier
Billigmeier v. Concorde Marketing, Inc.
Blitch v. The Peoples Bank
Boettcher, et al. v. IMC Mortgage Company
Borruso v. Communications Telesystems International
Boyd v. Boyd (1)
Boyd v. Boyd (2)
Brown v. Arp and Hammond Hardware Co
Brown v. Brown
Callos Professional Employment, LLC v. Greco
Cannon v. Bertrand
Carter Crookham v. Peter Riley, et al.
Casey v. Amboy Bancorporation
Cede & Cinerama v. Technicolor, Inc. (1)
Cede & Co. v. Technicolor, Inc. (2)
Cede & Co. v. Technicolor, Inc. (3)
Cede & Co. v. Technicolor, Inc. (4)
Collision Depot, Inc. v. Zigman
Connector Service Corp. v. Briggs
Conti v. Christoff
Cooke v. Fresh Express Foods
Cox Enterprises, Inc. v. News-Journal Corp
Crescent Mach I Partnership v. Turner
Crismon v. Crismon
Croxton v. MSC Holding
Delaware Open MRI Radiology Associates, P.A. v. Kessler
Demoulas v. Demoulas
Detter v. Miracle Hills Animal Hospital, P.C.
DiLuglio v. Providence Auto Body
East Park Ltd. Partnership v. Larkin, et al.
Ely, Inc. v. Wiley
Encompass Teleservices, Inc. v. Sheets
English v. Artromick
Erp v. Erp
Fierro v. Templeton
Finkelstein, et al. v. Liberty Digital, Inc.
First Western Bank Wall v. Olsen
Fisher v. Fisher
G & G Fashion Design, Inc. v. Garcia
G & N Aircraft, Inc. and Paul Goldsmith v. Eric Boehm
G.I. Joe's Inc. v. Nizam
Gagliano v Brennan (2)
Gagliano v. Brennan (1)
Garlock, et al. v. Southeastern Gas & Power, Inc. and Hilliard
Gilbert v. MPM Enterprises
Gonsalves v. Straight Arrow Publishers, Inc. (1)
Gonsalves v. Straight Arrow Publishers, Inc. (2)
Gonsalves v. Straight Arrow Publishers, Inc. (3)
Gonsalves v. Straight Arrow Publishers, Inc. (4)
Grace v. Rosenstock
Grelier v. Grelier
Grimes v. Vitalink Communications Corporation
Hall v. Glenn's Ferry Grazing Assoc.
Hansen v. 75 Ranch Company (1)
Hayes v. Olmsted & Assoc.
Henke v. Trilithic, Inc.
Highfields Capital v. AXA Financial
Hintmann v. Weber (2)
HMO-W v. SSM Health Care System (1)
HMO-W v. SSM Health Care System (2)
Hogle v. Zinetics Med., Inc.
Holiday Medical Center, Inc. v. Weisman
Jahn v. Kinderman
Kahn v. Tremont (I)
Kahn v. Tremont (II)
Kaiser v. Kaiser
Kim v The Grover C Coors Trust
Kim v. The Grover C Coors Trust
Kortum v. Johnson
Lawson Mardon Wheaton, Inc. v. Smith (1)
Lawson Mardon Wheaton, Inc. v. Smith (2)
Lawton v. Nyman
Le Beau v. M.G. Bancorporation (1)
Le Beau v. M.G. Bancorporation (2)
M Life Ins. Co. v. Sapers & Wallack
Marriage of Thornhill, In re
Marsh v. Billington Farms
Mart v. Severson
Matthew G. Norton Co v. Smyth
McCann Ranch v. Quigley-McCann
McDuffie v. O'Neal
Montgomery Cellular Holding Co., Inc. et al. v. Dobler, et al.
MPM Enterprises, Inc. v. Gilbert (1)
MPM Enterprises, Inc. v. Gilbert (3)
MPM Enterprises, Inc. v. Gilbert (4)
MS Holdings v. Malone
Murphy v United States Dredging Corporation
Nebel v. Southwest Bancorp, Inc.
Northwest Investment Corp v. Wallace
Oakridge Energy, Inc. v. Clifton
Offenbecher v. Baron Services, Inc. (II)
Offenbecher v. Baron Services, Inc. (III)
Overbay, In the Matter of
Pacific Telecom, Inc. v. Gabelli Funds, Inc.
Paskill Corp. v. Alcoma Corp. (1)
Paskill Corp. v. Alcoma Corp. (2)
Penepent Corp., In re
Pink v. Cambridge Acquisition, Inc.
PNB Holding Company, In re
Prentiss et al. v. Wesspur, Inc. et al.
Pro Finish USA, Ltd. v. Johnson
Pueblo Bancorporation v. Lindoe, Inc. (1)
Pueblo Bancorporation v. Lindoe, Inc. (2)
Rainforest Cafe, Inc. v. State of Wisconsin Investment Board, et al.
Richton Bank & Trust Co. v. Bowen
Ryan v. Tad's Enterprises, Inc.
Settles v. Leslie
Sieg Co v. Kelly
Small v. Sussman and Day Surgicenters, Inc.
Spivey v. Page
Steiner Corp. v. Benninghoff
Swope v. Siegel-Robert, Inc.
T-H New Orleans Limited Partnership, debtor, In Re
The Union Illinois 1995 Investment Ltd. Partnership v. Union Financial Group Ltd.
Thompson, et al. v. Miller Jr., et al
Tifft v. Stevens
Torres v. Schripps, Inc.
Trahan v. Trahan
Trapp Family Lodge, Inc., In re 75,629 Shares of Common Stock of
Trietsch v. Circle Design Group
Trifad Entertainment, Inc. v. Brad Anderson, et al.
Vetco, Inc., In re
WCM Industries v. Trustees of Wilson Trust
Weigel Broadcasting Co v. Smith
Weinberger v. UOP, Inc.
Wenzel v. Hopper & Galliher, P.C.
Winn v. Winn Enterprises
Zatz, et al. v. U.S.A., et al
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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
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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
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Fair Value In The News
Note: News feeds are automated and not screened for accuracy or applicability
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Fair Value In The BVWire
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7/14/2010
First the trial court found that two shareholders in a South Carolina medical supply company had been diverting funds to pay themselves excessive salaries. Next, it ordered the shareholders to buy-out the dissenting owners and appointed a business appraiser to determine statutory fair...
Issue #94-1
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6/30/2010
The 2010 update of BVR's Guide to Fair Value in Shareholder Dissent, Oppression and Marital Dissolution is now available. In addition to the print copy, the guide provides additional online access that includes real time updates to recently published court opinions and case abstracts, new articles...
Issue #93-4
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3/3/2010
"It’s better to be lucky than good," Gary Trugman told the BVWire™, with characteristic modesty, concerning his role in Lemmen v. Lemmen (Mich. App., Feb. 9. 2010). He was referring to this language in the Michigan Court of Appeals decision: "Trugman is perhaps THE most qualified and respected...
Issue #90-1
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2/3/2010
The husband was a commercial real estate developer in Alabama; during his divorce, a court-appointed expert valued his minority (25%) interest in several entities at just over $1 million. Based on evidence from the husband’s expert—including negative values for some entities and over $1 million in...
Issue #89-1
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12/16/2009
The 2009 update of BVR's Guide to Fair Value in Shareholder Dissent, Oppression and Marital Dissolution is now available. In addition to the print copy, this year’s update includes free online access that includes real time updates such as recently published court opinions and case abstracts, new...
Issue #87-3
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11/18/2009
"You can’t be all things to all people," Jim Andersen said at this week’s AICPA National Business Valuation Conference in San Francisco. "Don’t dabble in stuff. Whatever you do—do it well." He divides the growth market for BV services into four categories, each with their own strengths and...
Issue #86-4
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12/10/2008
Our coverage of Professor Aswath Damodaran’s well-attended session at the recent AICPA/ASA conference in Las Vegas (see issue #74-2) generated a fair amount of buzz among readers. Consider, for instance, the comments offered by Stephen Koons CPA/ABV, CFF, ASA, who wrote: "I am troubled and very...
Issue #75-2
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9/17/2008
After 27 years of marriage, the Thornhills of Colorado divorced, negotiating a separation agreement that turned primarily on the disposition of the husband’s 70% interest in an oil and gas business. The wife later repudiated the agreement—but the trial court ratified it anyway—finding its...
Issue #72-2
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8/20/2008
As promised, we’ve been following Baldwin v. Bader, the U.S. District Court case that considers the novel question of how to value personal guaranties provided by corporate insiders to secure company debt. (See BVWire™ #70-2) Although it’s not uncommon for the owners and directors of small, closely...
Issue #71-3
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8/6/2008
Although fair market value has been the predominate standard of value in divorce cases, the argument for replacing fair market value with the fair value standard has grown increasingly prevalent in recent years. As early as 1989, attorneys for the non-business owning spouse began arguing that fair...
Issue #71-1
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Fair Value In The Blogs
Note: Blog feeds are automated and not screened for accuracy or applicability
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Accessed: Friday, 9/3/2010 4:24:48 AM.
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