Valuation

News & Analysis as of

Delaware Courts’ Recent Decisions on Appraisal May Discourage Opportunistic Appraisal Arbitrageurs

In determining fair value, Delaware Court of Chancery and Delaware Supreme Court take cues from deal price. On February 12, 2015, the Delaware Supreme Court affirmed the Court of Chancery’s ruling in Huff Fund Investment...more

Orrick Technology IPO Insights - Q4 2014

Welcome to the Q4 2014 issue of Orrick Technology IPO Insights, a quarterly publication highlighting trends in U.S. information technology company IPOs. We isolate technology companies in order to analyze and present...more

How Low Can You Go? Here’s A Clue: RPTL 720(1)

As The Desmond Hotel & Conference Center was gearing up for it’s New Year’s Eve celebration, on December 31, 2014, the Appellate Division (Third Department) handed down a decision in Village Square of Penna, Inc. v Board of...more

Seeking fair value: BVI Court provides guidance for appraisers valuing shares

This week the BVI Court issued important guidance to accountancy professionals, BVI companies and their shareholders as to how shares should be valued following a squeeze-out, merger or dissent from other restructuring...more

Valuing Rail Corridors

In the aftermath of last year’s Rails-to-Trails Decision, Marvin M. Brandt Revocable Trust v. United States, 572 U.S. ___ (2014), the valuation of rail corridors may become increasingly necessary.  Typically there are three...more

SEC Approves Amendments to NASD Rule 2340 and FINRA Rule 2310 to Address Values of Direct Participation Program and Unlisted Real...

The Financial Industry Regulatory Authority has issued Regulatory Notice 15-02 regarding the Securities and Exchange Commission’s approved amendments to National Association of Securities Dealers (NASD) Rule 2340 (and...more

Prokupek v. Consumer Capital Partners LLC, C.A. No. 9918-VCN (Del. Ch. Dec. 30, 2014)

In this letter opinion, the Court of Chancery dismissed the plaintiff’s complaint seeking inspection of certain financial documents of the defendant, a Delaware limited liability company (the “Company”), in connection with a...more

The valuation process for LIHTC projects in financial distress – Part I

Note: This post is part of a continuing series on the Credit Report Blog on the subject of workouts and bankruptcies involving low-income housing tax credit (LIHTC) projects. In a previous post, we wrote about the...more

Monster Bites Back, Accuses Beats of Monstrous Scam

It’s a monster movie cliché – near the end, when the monster is “dead,” the dust is settling and the heroes are patting each other on the back, the monster rises from the dead and goes on one more rampage before it expires....more

Bank, CFO Settle Accounting Charges with SEC

The SEC filed settled accounting actions with a financial institution and its CFO, keyed to a restatement. The accounting issue focused on deferred tax assets and the failure to have the related reserve. In the Matter of...more

New Valuation Guidance: A Reminder of Directors’ Responsibilities

In the December 2014 issue of Fund Directions, Investment Management partner Jay Baris discusses in the “Learning Curve” column challenges faced by mutual fund directors as they struggle to comply with new valuation guidance...more

MD Insurance Commissioner Holds Hearing on Draft Proposed Changes to COMAR 31.15.12 – Valuation of Motor Vehicles

On Friday November 21, 2014, the Maryland Insurance Commissioner held a hearing to gather information from the industry on the draft proposed changes to COMAR 31.15.12 – Valuation of Motor Vehicles. The draft proposed...more

Wealth Management Update - November 2014

November Interest Rates for GRATs, Sales to Defective Grantor Trusts, Intra-Family Loans and Split Interest Charitable Trusts - The November Section 7520 rate for use with estate planning techniques such as CRTs, CLTs,...more

Future Equity Financings in Early Stage Company Valuations

The Fair Value Forum offers up a topic for discussion surrounding the issue of how to best reflect the impact of future rounds of equity financings in the valuation of an equity interest in an early stage technology or...more

Courts Uphold Supplemental Assessment of Wells and Related Facilities/Improvements; and Validate Use of Cost Approach

The County of Kern Tax Assessor’s (“Assessor”) use of the cost approach to value to appraise new oil and gas wells for the purpose of levying supplemental assessments has been upheld by the Fifth District Court of Appeal. In...more

Total Loss Valuations: Class Certified By Louisiana Federal Court

Insurers or their vendors generally use software to perform valuations of vehicles for total losses on auto insurance claims. This software will typically use databases of recent sales or prices offered for comparable...more

Calculating Title Insurance Claims: Reduction in Value vs. Insured Claim

First Am. Bank v. First Am. Transp. Title Ins. Co., 759 F.3d 427 (5th Cir. 2014) – After a mortgagor filed bankruptcy, a lender brought claims under a ship mortgage insurance title policy. The lender appealed the...more

Delaware Court Dismisses Action Against Seller's Directors and Financial Advisor, And Finds That Large Stockholder's "Side Deals"...

On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a...more

Inside M&A - Fall 2014

Managing Compliance Risks in M&A Transactions - Buyers can acquire unintended and potentially very damaging liabilities together with target business or assets. Analyzing the financial situation of a target company,...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - Cost of Proposed User Fees by Registered Investment Advisers Further Discussed - SEC Valuation Guidance for All Funds - Update on Insider Trading in Mutual Fund...more

Blog: Delaware Bankruptcy Court Adopts “Subsequent Advance” Approach to Preference New Value Defense

In Miller v. JNJ Logistics LLC (In re Proliance Int’l, Inc.), the question was “whether an (alleged) preferential transfer may be reduced by subsequent new value regardless of whether it was ‘paid’ or ‘unpaid’ prior to the...more

How Much Are Your Trees Worth?

In Texas, more than your dog. Gilbert Wheeler, Inc. v. Enbridge Pipelines (East Texas), L.P. is good news for landowners. The Texas Supreme recognized the intrinsic-value-of-trees exception to the general rule for damages to...more

Calculating Share Price With Outstanding Convertible Notes

Now that you have agreed on a company valuation with your investors, how do you calculate the price per share for your Series A financing? This can be especially tricky when the company has outstanding convertible notes that...more

Update: Patent valuation documents are relevant to this patent case

Intellectual Ventures II LLC v. JP Morgan Chase & Co. et al. Case Number: 1:13-cv-03777 - Last month, we reported that the court concluded that documents relating to patent valuation “have little or no...more

Appraisal Institute Announces new "Standards of Valuation Practice"

Last week, the Appraisal Institute unveiled its Standards of Valuation Practice (SVP). SVP will not replace USPAP (the Uniform Standards of Professional Appraisal Practice) -- which have long-been the mainstay of appraisal...more

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