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 »

Wright v. Old Gringo, Inc. In this discovery dispute, the defendants sought to exclude the plaintiff expert’s valuation report, arguing it was untimely and the late disclosure would hurt the defendants. In rejecting the defense motion, the court noted any delay was largely caused by the defendants’ discovery tactics to thwart production of vital financial  Continue Reading »

McLelland v. Paxton In a “complicated” (court’s word) dissolution case, the Washington Court of Appeals recently made an important ruling on whether a professional limited liability company (PLLC) can have goodwill separate from the goodwill of the professionals. Focus on location In 2005, the plaintiff, through his professional service corporation, acquired an ownership interest in  Continue Reading »

In re Panera Bread Company In a statutory appraisal case that involved the sale of a publicly traded company to a privately held entity, the Delaware Court of Chancery recently decided the deal price was a reliable indicator of fair value and a downward adjustment for synergies was justified but not practicable. But, because the  Continue Reading »

Bayou Place Limited Partnership v. Alleppo’s Grill, Inc. The doctrine of force majeure (aka “act of God” doctrine) has received a lot of attention during the current COVID-19 crisis, which has harmed great swaths of the national and global economy owing to mandatory closures of businesses, breaks in the supply chain, and the diminution of  Continue Reading »

Linde v. Linde In a bitter fight between siblings over the buyout of the minority shareholder’s interest in a successful construction business, the trial court found the asset-based valuation the majority shareholder’s expert proposed was fatally flawed for at least two reasons. The dispute involved Linde Corp. (LindeCo), one of several construction companies the Linde  Continue Reading »

Coster v. UIP Companies In a breach of fiduciary duty action arising out of a controversial stock sale, the Delaware Court of Chancery dismissed the plaintiff’s attacks on the underlying valuation, noting the appraiser was “exceptionally knowledgeable about the industry” and held “informed beliefs” as to the company’s specific structure. His methodology generated a reliable  Continue Reading »

R.D. Clark & Sons, Inc. v. Clark In a buyout dispute involving a Connecticut family business, an appellate court recently upheld the trial court’s decision not to tax affect the earnings of the company in valuing the departing shareholder’s interest, even though experts for both sides tax affected. However, this particular ruling is unlikely to  Continue Reading »

Helen Ziegler Benjamin v. Island Management In a family dispute involving an irrevocable trust and several related closely held companies, the plaintiff trustees alleged a management company managed by certain family members was involved in misconduct. A discovery dispute ensued over the plaintiffs’ demand to inspect certain records and books of the defendant company. The  Continue Reading »