The key issue in the bankruptcy proceedings involving a debtor entity that owned two hotels was the value of the hotels, which would control the amount of the main creditor’s secured and unsecured claims. The valuation date was October 2020, a point when the effect of COVID-19 was keenly felt, particularly in the hospitality industry.  Continue Reading »

Aspro, Inc. v Commissioner The U.S. Tax Court recently agreed with the Internal Revenue Service that management fees a corporation paid to its three shareholders over a three-year period were not deductible since none of the fees were paid “purely for services” and the petitioner failed to show the fees were “ordinary, necessary, and reasonable.”  Continue Reading »

Precision Kidd Acquisition, LLC v. Pass This Pennsylvania appellate court decision (unpublished) includes an informative discussion of how to measure damages arising out of a merger in which the seller allegedly failed to inform the buyer during negotiations that one of its bigger customers had terminated a supply contract. The buyer (appellant) argued the proper  Continue Reading »

Raley v. Brinkman In a Tennessee buyout dispute involving a limited liability corporation organized as an S-corporation, the parties disagreed over whether it was appropriate to tax affect in calculating the fair value of the terminated member’s interest. The trial court declined to tax effect. In contrast, after explaining the concept of fair value, the  Continue Reading »

Lysengen v. Argent Trust Co. This proposed ESOP class action featured familiar claims against the trustee and several individual defendants. In her complaint, the plaintiff alleged the trustee violated ERISA by allowing the plan to overpay for company stock and by breaching its fiduciary duties. The complaint also claimed the individual defendants, i.e., selling shareholders,  Continue Reading »

Lucero v. United States The taxpayer sued the federal government for a refund, arguing she had overpaid income taxes on stock she had received as part of settling a lawsuit against her former employer. She initially relied on the value in the settlement agreement but later claimed this value was inflated. The court agreed, relying  Continue Reading »

Hartman v. BigInch Fabricators & Construction Holding Co., Inc. Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale. In a freshly minted decision, the Indiana Supreme Court reversed the Court of Appeals, finding there was no blanket  Continue Reading »

Marshall v. Marshall Instead of facilitating a resolution, a separation agreement between the divorcing spouses led to a protracted lawsuit. The issue was how to determine alimony where the owner spouse had an interest in a pass-through entity and the agreement was not entirely clear as to what income to consider. On second review, the  Continue Reading »

Rose’s 1, LLC v. Erie Ins. Exch. State and federal courts have started to rule on breach of contract claims from plaintiffs whose businesses suffered economic losses triggered by the COVID-19 crisis. Thus far, the court decisions have not been favorable to the plaintiffs. In the instant case, a number of restaurants in the District  Continue Reading »

Official Committee of Unsecured Creditors v. Calpers Corp. Partners, LLC In a bankruptcy-cum-Daubert case that turned on solvency, a court recently rejected both parties’ claims that the opposing financial expert testimony was inadmissible. Among the myriad of attacks (all unsuccessful) against the experts was the plaintiff’s claim that the debtor’s expert had relied on management  Continue Reading »