In today’s complex business world, shareholder disputes can be quite common. These disputes can be divisive, long-lasting and expensive, and can arise in almost any privately owned business. Some of the more common types of lawsuits that may be filed against controlling shareholders are: Dissenters Rights Actions Some state laws may give corporate shareholders the right  Continue Reading »

Dunmire v. Farmers & Merchants Bancorp of W. Pa., 2016 Del. Ch. LEXIS 167 (Nov. 10, 2016) In a statutory appraisal action, the Delaware Court of Chancery rejected the deal price as evidence of fair value, citing a suboptimal sales process. Only an income-based approach that the experts for both parties used represented a reliable  Continue Reading »

The ultimate indicator of how well a small business is performing is how much the company is worth. Any benchmarking system should include fair market value as one of its primary metrics. With public companies, it’s easy to monitor this metric by tracking share prices and market capitalizations on public stock exchanges. And while it’s not  Continue Reading »

Exelon Corp. v. Commissioner, 2016 U.S. Tax Ct. LEXIS 26 (Sept. 19, 2016) A Section 1031 case that Judge Laro adjudicated cautions experts about allowing the hiring attorney to assume control over the appraisal. In ruling for the government, the judge found the taxpayer’s legal counsel had “interfered with the integrity and the independence of  Continue Reading »

Cavallaro v. Commissioner, 2016 U.S. App. LEXIS 20713 (Nov. 18, 2016) (Cavallaro II) In 2014, taxpayers who had relied on estate planning professionals to affect the transfer of their family business to their sons confronted a tax liability on a $29.6 million gift. A decision from the appeals court, however, offers them a glimmer of  Continue Reading »

In 1993, the Supreme Court positioned judges as “gatekeepers” against “junk science” in Daubert v. Merrell Pharmaceutical, Inc. (509 U.S, 579). Then, in 1999, Kumho Tire Company v. Carmichael (526 U.S. 137) extended the scope of Daubert beyond scientific testimony to other academic disciplines, including finance and appraisal, accounting, statistics, and economics. Daubert hearings are  Continue Reading »

In re Sunedison, Inc., 2016 Bankr. LEXIS 2959 (Aug. 11, 2016). When a company declares bankruptcy, investors often question the accuracy of post-petition valuations offered by other stakeholders. But, as a recent ruling in a major bankruptcy case shows, investors rarely succeed in convincing the court to appoint an equity committee to ensure their interests  Continue Reading »

Baumbouree v. Baumbouree, 2016 La. App. LEXIS 1388 (July 13, 2016). In a Louisiana divorce case, the trial court applied the value stated in a stock agreement the physician owner-spouse had entered into with his firm in the context of partition. In her appeal, the wife objected that by doing so the trial court had  Continue Reading »

When a business is going through litigation, the job of a valuation expert is to provide an independent opinion as to the value of the business interest involved. The other party will also offer their idea of the business’ value, and often the two numbers are very far apart. The values usually seem to be  Continue Reading »

Estate of Giustina v. Commissioner, 2016 Tax Ct. Memo LEXIS 113 (June 13, 2016) (Giustina III) In an estate tax dispute that has lasted for over five years, the Tax Court revalued the decedent’s minority interest in an Oregon family business by order of the 9th Circuit Court of Appeals. The recalculation proved a boon  Continue Reading »