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Business Valuations

Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To...

by Shearman & Sterling LLP on

On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Commission affirmed by a divided vote an Initial Decision dismissing insider trading charges against Wells Fargo trader Joseph Ruggieri. At a hearing the Division of Enforcement failed to prove that in six instances Mr....more

Will Your Family-Owned LLC Be Required to Pay the Fair Value of a Withdrawing Member’s Interest?

by Murtha Cullina on

Family-owned businesses that are organized as limited liability companies typically reflect the terms of the company’s governance, along with the members’ financial rights and obligations, in a written operating agreement....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A banner round of stress-testing for the US’s biggest banks (all passed for the first time in the test’s 7-year history) is seen as paving the way for banks to pay out their largest dividends in nearly a decade....more

Appraisers’ Valuations Are Light-Years Apart, But Does That Make Them Hired Guns?

by Farrell Fritz, P.C. on

The title of this post notwithstanding, the judge’s decision in the recent, high-stakes stock valuation case I’m about to describe, featuring a clash of business appraiser titans whose conclusions of value differed by almost...more

Ninth Circuit Applies Omnicare to Section 10(b) and Rule 10b-5 Claims

by Latham & Watkins LLP on

The Ninth Circuit follows the Second and Tenth Circuits in extending Omnicare’s requirements for pleading the falsity of opinion statements to claims under Section 10(b) and Rule 10b-5. In recent years, courts have...more

The SFC’s Guidance on Corporate Transactions and the Use of Valuations

by Latham & Watkins LLP on

The SFC has become increasingly concerned that some listed companies are acquiring or selling assets at improperly assessed prices, resulting in losses to listed companies and their shareholders. Summary - The...more

Thinking About Selling Your Business? Three Keys To Success.

by Cole Schotz on

There are numerous reasons you might consider selling your business – it could be that retirement beckons, your business has reached its growth limit under current management or financial constraints, or an exit opportunity...more

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Based On Omnicare's Standard For Falsity Of Opinion Statements

by Shearman & Sterling LLP on

On May 5, 2017, the United States Court of Appeals for the Ninth Circuit affirmed a lower court’s decision dismissing a putative securities fraud class action against orthodontics and dental products maker Align Technology,...more

Why Care About Business Valuation? Part II

by Farrell Fritz, P.C. on

Valuations figure prominently in determining the proper tax treatment of transactions – such as sales, loans, leases, and performance of services – between related taxpayers, including, for example, commonly-controlled...more

Why Care About Business Valuation? Part I

by Farrell Fritz, P.C. on

One word: “taxes.” There are so many transactions in which the tax consequences visited upon a closely-held business and its owners, and, therefore the true economic cost of the transaction, will depend upon the valuation of...more

The Entrepreneurs Report - Q1 2017

From the WSGR Database: Financing Trends for Q1 2017 - Up and Down Rounds by Quarter - Strong median pre-money valuations for late-stage financings accompanied a record-breaking $25.0 million median amount raised for...more

Funds Talk: May 2017 - The ‘Commercially Reasonable Efforts’ Standard as Defined by the Delaware Supreme Court

In its recent decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court offered guidance on the interpretation of the “commercially reasonable efforts” standard in a merger...more

Video Transcript - Dual-track IPOs

by Ropes & Gray LLP on

Transcript - The IPO market has shown some signs of life through the first quarter of 2017 and while we may not see a full reversion to the mean, we do certainly expect 2017 to be a better environment for new issues than...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The new administration is working on a tax plan that would slash corporate tax rates to 15 percent and doing so with a hastiness that could jeopardize House Republicans’ ability to make the cuts permanent....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

New FCC Chair Ajit Pai is wasting little time in reversing Obama-era regulatory efforts meant to restrict media firms and telecomm companies, and he’s got his sights set on net neutrality next....more

Episode 1: Chris Mercer Interview on Marketability Discount: Part 1

by Farrell Fritz, P.C. on

The premiere episode of Business Divorce Roundtable starts out with a bang or, more accurately, Part One of a two-part interview with one of the nation’s leading business appraisers, Chris Mercer, discussing the controversy...more

Episode 2: Chris Mercer Interview on Marketability Discount: Part 2

by Farrell Fritz, P.C. on

If you haven't already listened to Episode 1/Part 1 of my interview with Chris Mercer, in which Chris discusses the fundamentals of the controversy surrounding application of the marketability discount in statutory fair value...more

Episode 10: The Marketability Discount Revisited: Interview with Greg Barber

by Farrell Fritz, P.C. on

The marketability discount as applied in New York fair value proceedings remains a hot topic in business valuation and legal circles. In this episode, I interview business appraiser Greg Barber of Barber Analytics who...more

Has New Jersey Gone Off Its DLOM Rocker?

by Farrell Fritz, P.C. on

Whenever I contemplate New York’s unusual case law on the discount for lack of marketability (DLOM) in statutory fair value buy-out proceedings, I cast my eyes westward, to the far banks of the Hudson River, and take comfort...more

Event Recap: The 12 Most Common Mistakes to Avoid in Selling Your Business

DWT recently hosted “The 12 Most Common Mistakes to Avoid in Selling Your Business,” a seminar examining the common challenges affecting owners of family and closely held businesses on the subject of succession and estate...more

Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom

by Farrell Fritz, P.C. on

Mediation has grown in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration, including business divorce cases. This episode features an...more

The Future Of Proposed IRS § 2704 Modifications Is Uncertain

Proposed changes to Internal Revenue Code (IRC) § 2704, which would impact the valuation of transfers of family business interests at death, come at an interesting time politically given the Trump Administration’s desire to...more

Mediating Business Valuation Disputes

by Farrell Fritz, P.C. on

Mediation continues to grow in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration. Mediation allows the parties to air their grievances...more

The Entrepreneurs Report: Private Company Financing Trends

Venture financing data shows that 2016 was an exceptionally strong year for early-stage valuations and amounts raised. Median pre-money valuations for 2016 Series A and Seed financings exceeded those of each of the past five...more

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