In re Appraisal of Dell Inc., 2016 Del. Ch. LEXIS 81 (May 31, 2016) The Delaware Court of Chancery’s favoring the value derived from a post-merger discounted cash flow analysis over the deal price in the Dell statutory appraisal action stunned the world of high finance. How was it possible that the merger price did  Continue Reading »

Pattridge v. Starks, 2016 La. App. LEXIS 315 (Feb. 24, 2016) An economic damages case stemming from the breach of a non-compete agreement features a noteworthy discussion on the difficulty of quantifying losses where the injured company is of a “volatile nature.” The plaintiff’s’ expert used commonly accepted valuation methods for his calculation, but the  Continue Reading »

Grant v. Grant, 2016 Tenn. App. LEXIS 327 (May 12, 2016) Appraisers rely on clear directives from the courts to produce sound valuations, but they may not always get them. A recent Tennessee appellate ruling in a divorce dispute is a case in point. The issue was whether it was appropriate to use a marketability  Continue Reading »

When federal income tax and/or federal employment taxes are withheld from employee paychecks but aren’t handed over to the government, a “100% penalty” can be assessed against a responsible person. The purpose of this Trust Fund Recovery Penalty is to collect withheld but unpaid federal taxes from individuals who had control over an employer’s finances. It got  Continue Reading »

Hanckel v. Campbell (In re Hanckel), 2015 Bankr. LEXIS 4202 (Dec. 11, 2015) Prior to filing for Chapter 7 bankruptcy, the debtor, who owned a stake in a family business, transferred his share to his father, the co-owner. Subsequently, the Chapter 7 trustee proved the transfer was a fraudulent conveyance, and the court declared it  Continue Reading »

If you are an employee, a partner, a partner who doesn’t know it, or a combination of these classifications, there may be serious tax implications. Here are some recent developments that you need to know if you participate in a business that’s operated as a partnership or a limited liability company. IRS Position on Dual Status  Continue Reading »

Merion Capital LP & Merion Capital II LP v. BMC Software, 2015 Del. Ch. LEXIS 268 (Oct. 21, 2015) Don’t second-guess the result of a robust, arm’s-length sales process! That’s the view the Delaware Court of Chancery has been taking lately in statutory appraisal actions—and it recently did so again. ‘Wildly divergent’ DCF results The  Continue Reading »

Generally, corporations can deduct interest on debts for federal tax purposes, and a valid obligation exists if the parties intended to create a debt, and the debt is enforceable and unconditional. A capital contribution, in contrast, is a direct or indirect contribution of cash or other property to the capital of a business entity. The contributor  Continue Reading »

In re Mercury Cos., 2015 Bank. LEXIS 3443 (Oct. 9, 2015) (In re Mercury II) After filing for Chapter 11 bankruptcy, the plaintiff claimed the sale of certain subsidiaries to the defendant entities was an avoidable fraudulent transfer. The Bankruptcy Court considered the valuations the parties’ experts presented at trial for the subsidiaries “useful but  Continue Reading »

Lane v. Lampkin, 2015 Miss. LEXIS 503 (Oct. 8, 2015) (Lampkin II)  It’s not uncommon for a trial court to decide a valuation issue by “splitting the baby”—that is, reaching a compromise somewhere in the middle of the opposing figures. Often the decision, however puzzling, stands because the appeals court is reluctant to find an  Continue Reading »