Valuation

News & Analysis as of

Eleventh Circuit Again Affirms Dismissal of Stock Drop Claim Against Delta Air Lines

The Eleventh Circuit affirmed dismissal of ERISA breach of fiduciary claims against Delta Air Lines and other alleged plan fiduciaries in connection with a defined contribution plan’s investments in Delta Air Lines stock. ...more

Latest Challenge by IRS to Family Valuation Discounts

Overview. Many sophisticated estate planning techniques include gifts, sales or other transfers to family members that incorporate significant discounts on the value of the property transferred. These discounts can range from...more

LongPath Capital, LLC v. Ramtron Int'l Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015) (Parsons, V.C.)

In this appraisal action, the Court of Chancery determined that the negotiated merger price less synergies yielded the fair value of Ramtron International Corporation (“Ramtron”) for purposes of Section 262 of the Delaware...more

Global Tax News - July 2015

EUROPEAN UNION RE-LAUNCHES FORMULARY APPORTIONMENT: KEY POINTS ABOUT THE CCCTB The European Commission has recently released a Communication to the EU Parliament calling for a re-launch of its proposal from 2011...more

Valuing Derivatives in a Bank Bail-In

Under the EU’s Bank Recovery and Resolution Directive (“BRRD”), one of the key powers given to national resolution authorities is the ability to impose losses on, or “bail-in”, certain financial liabilities of the failing...more

New Developments in Estate and Gift Tax Valuation Cases

A number of recent cases highlight particular issues in valuation of assets for purposes of the estate and gift tax. On July 6, 2015, the Internal Revenue Service settled Estate of Davidson v. Commissioner, T.C. Docket No....more

9 Key Factors That Impact Patent Valuations

Figuring out what a patent is worth can often feel like black magic. But, doing so can be critical during an IP due diligence or when trying to assess the value of a company built around the intellectual property. In...more

CBSA Updates its 2015 Trade Verification/Audit Targets

This month, the Canada Border Services Agency (CBSA) updated its customs compliance verification priorities for 2015. Trade program verifications of tariff classification, customs valuation and origin are not limited to...more

Valuation Discounts at Risk

Yogi Berra used to say, “A nickel ain’t worth a dime anymore.” But a dime may be worth a nickel ... at least for the time being. Valuing interests in family-controlled entities is a challenging process, and an area where...more

SEC Sanctions Hedge Fund Advisory Firm For Improper Valuations of Illiquid Securities

Returning to an enforcement priority repeatedly articulated over the years, the SEC recently imposed sanctions on a registered investment advisory firm and two principals arising out of an alleged scheme to inflate the...more

CFTC Extends No-Action Relief to Swap Dealers and Major Swap Participants from Compliance with Reporting Obligations

On June 15, CFTC Division of Market Oversight published a letter extending the time-limited relief provided by previously issued no-action letter 14-90, expiring on June 30, 2015, to June 30, 2016. The relief applies to the...more

Tips & Traps When Talking to Potential Investors

The fundraising process requires countless hours to develop and refine an investor pitch. While the majority of that time will be focused on how to find and raise money from the best investors on the best terms, it is...more

Appraisers’ Failure to Perform Assessment of Property’s Existence or Damage is Reversible Error

In Lee v. California Capital Insurance Co. (No. A136280; filed 6/18/15), a California Court of Appeal held that it was error for an appraisal panel to assign loss values to items simply because they were listed in the...more

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

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

Settlement with Large Firm Audit Partner Reaffirms SEC’s Emphasis on Related Party Disclosures

The SEC’s Division of Enforcement has made a concerted effort in recent months to warn auditors and other corporate “gatekeepers” that it intends to scrutinize the adequacy of related party disclosures in financial filings. ...more

SEC Answers Money Market Reform Questions

The SEC responded on April 22, 2015, to industry questions regarding its 2014 money market reform rules (Rules) through a frequently asked questions (FAQ) format. The 15-page release answers 53 questions on various topics. ...more

Capital Raising? 2014 Observable Trends for Seed and Early Stage Financings – AlleyWatch Reviewed Approximately 200 Capital...

As counsel to scores of companies in capital raising mode at any point in time, my colleagues and I regularly are asked questions by entrepreneurs regarding the valuations and other terms they should expect to receive from...more

Private Company Valuations are Not Comparable to Public Company Valuations

There has been a great deal written about the growing number of venture backed companies with billion-dollar valuations. While valuations are clearly high discussions about venture valuations can be misleading, because the...more

EU Customs Practice Group

In This Issue: - EU CUSTOMS POLICY: ..Commission Report on Customs 2013 programme - TARIFFS: ..Duty suspension and tariff quotas ..EU duty suspension for certain heavy oils ..FTA update -...more

February 2015: International Arbitration Update

Accounting for “Country-Risk” in Assessing Damages in Investor-State Arbitration: Gold Reserve Inc. v. Bolivarian Republic of Venezuela, ICSID Case No. ARB(AF)/09/01, Award (Sept. 22, 2014). The careful treatment of the...more

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

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