NetOne, Inc. v. Panache Destination Management While the economy teeters during the ongoing COVID-19 crisis, courts are beginning to rule on lawsuits brought by businesses under various legal theories. In the instant case, the plaintiff suggested the defendant had breached the force majeure provision in two contracts. A force majeure (or Act of God) provision  Continue Reading »

Diesel Barbershop, LLC v. State Farm Lloyds COVID-19-related damages cases are making their way through state and federal courts. Plaintiffs typically are businesses that have suffered economic losses because of various mandatory shutdowns. They file claims with their insurance agency, which frequently denies coverage for business interruption losses. However, more often than not, courts have  Continue Reading »

Lund v. Lund A Minnesota district court ended (at least for now) a minority owner’s long struggle to sell her interest in a well-known Minneapolis family business. The case featured prominent valuators and a judge well versed in valuation jurisprudence, and it adds another jurisdiction’s view on the use of the marketability discount in fair  Continue Reading »

Scalia v. Farmers National Bank of Danville & Weddle Bros. Const. Co. The Department of Labor recently settled ESOP litigation with the trustee Farmers National Bank of Danville (FNB). The settlement incorporates a process agreement that contains noteworthy directives instructing the trustee on handling controlling interest acquisitions and indemnification matters. This is the sixth such  Continue Reading »

Horne-Ballard v. Ballard About two years ago, in Rohling v. Rohling, an Alabama appeals court upheld a trial court’s decision to admit into evidence a qualified expert’s estimate about the value of the owner spouse’s business based on a calculation engagement. Recently, the admissibility of calculations of value became an issue in another divorce case,  Continue Reading »

Robinson v. Langenbach Context is “crucial,” the Supreme Court of Missouri recently said in upholding the use of discounts in the court-ordered buyout of a minority owner’s shares in a family business. At the same time, the court acknowledged that, “usually,” the rationale for discounts in a mandated sale to a majority stockholder “would have  Continue Reading »

Grieve v. Commissioner In a gift tax dispute, the U.S. Tax Court recently found for the taxpayer when it rejected the unusual reasoning and methodology the Internal Revenue Service’s trial expert proposed to keep low the discounts applicable to the nonvoting membership units in two limited liability companies (LLCs). Nonmarketable, noncontrolling interest In late 2013,  Continue Reading »

The Indiana Court of Appeals and the South Carolina Supreme Court recently issued noteworthy rulings on the appropriateness of discounts in valuing minority interests. The contexts in which the issue arose were different, but, in both cases, there was a compelled sale and designated buyer. Hartman v. BigInch Fabricators & Construction Holding Co., Inc. In  Continue Reading »

Reynolds American Inc. v. Third Motion Equities Master Fund Ltd. The importance of Delaware appraisal jurisprudence beyond state borders was on display in a recent fair value decision out of North Carolina related to a merger involving the tobacco giant Reynolds. After an exhaustive analysis of the facts and Delaware legal principles, the North Carolina  Continue Reading »

Binghamton Precast & Supply Corp. v Liberty Mutual Fire Insurance Co. Filing a business interruption claim has become one of the first remedies businesses suffering from the economic consequences of COVID-19 look to in an attempt to mitigate the damage to their operations. But the process is hardly trouble free, as this pre-COVID-19 case illustrates.  Continue Reading »