News & Analysis as of

Fair Valuation

Future IP Challenges: What Companies in the Internet of Things Space Can Expect

by Hogan Lovells on

In this hoganlovells.com interview, Hogan Lovells partner Dr. Chris Mammen looks at the platforms that could emerge to dominate and drive the internet of things (IoT) space and the related patent and licensing issues that...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 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

Business Appraisers Spar Over Tax Rates, Market Approach and Other Key Issues in Fair Value Buy-Out Case

by Farrell Fritz, P.C. on

As promised in the postscript to last week’s post about the appellate ruling in the Gould case, affirming Justice Platkin’s order granting the oppressed minority shareholder’s dissolution petition involving a pair...more

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

by McCarter & English, LLP on

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more

California Court of Appeal Affirms Decision to Exclude Evidence of the Amount Paid by a Medical Financing Company to a Personal...

In Moore v. Mercer (filed October 21, 2016, C073064), the California Court of Appeal, Third Appellate District, ventured “down the rabbit hole into the upside-down world of health care billing” and held that evidence of the...more

Fair Value in Arm's-Length Third-Party Transactions

by Morris James LLP on

With the rise of appraisal arbitrage, an increasing number of appraisal petitions and an increase in the size of appraisal classes, corporate practitioners have closely followed recent appraisal decisions in the Delaware...more

Buy-Sell Agreements in a Divorce (Part 2)

by Ervin Cohen & Jessup LLP on

My last article discussed a typical provision found in shareholders agreements (for corporations) or operating agreements (for limited liability companies) giving the other owners a right to step in and buy any shares or...more

Court Of Chancery Explains When Merger Price Not Is The Appraised Value

by Morris James LLP on

This decision explains when a price in a management lead buy out that is close to a merger price set after a shopping of a company may still not be the “fair value” required by Delaware appraisal law....more

Buy-Sell Agreements in a Divorce (Part 1)

by Ervin Cohen & Jessup LLP on

My prior articles have discussed how to monetize one spouse’s equity interest in a privately held company that has no other owners. However, many businesses are started by two or three partners contributing their ideas,...more

The Ropes Recap: Mergers & Acquisitions Law News - Fourth Quarter 2015

by Ropes & Gray LLP on

The Demise of Disclosure-Only Settlements? The Court of Chancery Outlines a New Regime. - In a recent opinion, Chancellor Bouchard of the Delaware Court of Chancery reiterated the Court of Chancery’s belief that...more

Value Paid by the Medical Lien Holder Alone Will Not Establish the Reasonable Value Medical Expenses

In Uspenskaya v. Meline (filed October 28, 2015), the California Court of Appeal for the Third District held that evidence of payments made by a medical lien holder offered to prove the reasonable value of medical services...more

Court Permits Settlement of Appraisal Demands on Terms Not Available to All Dissenters

Tiny deals can bring large complications. Mannix v. PlasmaNet, Inc. involved appraisal rights in a merger where the merger consideration, after adjustments, amounted to $114,000, to be split amongst 19,307,715 shares, or...more

Court Of Chancery Again Accepts Merger Price In An Appraisal

by Morris James LLP on

This decision is another in a line of recent appraisal cases where the Court of Chancery has relied on the merger price to set the “fair value” of the stock involved. ...more

Court Of Chancery Adopts Merger Price In Appraisal Proceedings As Fair Value

by Morris James LLP on

After a complete analysis of the usual issues in an appraisal case involving a DCF valuation, the Court here concluded that the result was close enough to the actual price paid in the merger to warrant adoption of the merger...more

Fair Valuation and Mutual Fund Directors: Alternative Approaches to Valuation

by Reed Smith on

Directors’ legal responsibilities for valuing portfolio securities is a logical place to start an examination of why misvalued securities pose a risk to independent directors. This Client Alert therefore considers the...more

SEC Slaps Fund Directors for Violating Fair Value Responsibilities

by Morrison & Foerster LLP on

On June 13, 2013, without admitting or denying the allegations, eight former directors of five mutual funds agreed to settle SEC charges that they failed to satisfy their fair valuation responsibilities under federal...more

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