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Fair Value Standard Fair Market Value

Goodwin

A ‘Somewhat Special Category’: Interpreting Articles of Association

Goodwin on

In Syspal Capital Limited v. Truman & Anor [2024] EWHC 1561 (ChD), the court had to determine the correct interpretation of a particular clause in a company’s articles of association (articles) that concerned deemed transfer...more

DarrowEverett LLP

Buyouts of Closely Held Shares: All’s Fair Value in Love and War

DarrowEverett LLP on

In matters of corporate divorce, deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in...more

Farrell Fritz, P.C.

LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement

Farrell Fritz, P.C. on

Let’s see how good you are at predicting the outcome and its rationale in a recently decided case involving the following facts: The controller of a Delaware LLC has supermajority voting rights under the initial LLC...more

Patton Sullivan Brodehl LLP

Statutory LLC Buyouts — “Fair Value” vs. “Fair Market Value”

Under section 17707.03 of California’s Revised Uniform Limited Liability Company Act, when a member sues the other members for dissolution of the LLC, the other members can exercise a statutory buyout of the suing member’s...more

Farrell Fritz, P.C.

Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair?

Farrell Fritz, P.C. on

Valuation discounts can and often do play an outsized role in contested appraisal proceedings involving the valuation of equity interests in closely held business entities for which there is no public market....more

Jones Day

Delaware Supreme Court Upholds Unaffected Market Price in Statutory Appraisal Action

Jones Day on

The Situation: Stockholders sought appraisal—judicial determination of the "fair value" of their stock—in connection with a merger. The Delaware Court of Chancery found that the fair value was equal to the company's...more

Dechert LLP

Delaware Appraisal Litigation: Supreme Court Clarifies “Fair Value” Standard

Dechert LLP on

Key Takeaways - Aruba Networks continues the trend toward market-based measures of fair value in statutory appraisal actions and should further limit appraisal arbitrage opportunities. - In a statutory appraisal action,...more

Morrison & Foerster LLP

Delaware Chancery Court in Aruba Appraisal Finds Fair Value to be the Pre-Announcement Market Price: 30% Below Deal Value

In 2015, Hewlett Packard acquired Aruba for a negotiated price of $24.67 per share, or about $2.8 billion. Several stockholders sought appraisal. On February 15, the Delaware Court of Chancery found that, for purposes of...more

Jaburg Wilk

Business and Professional Practice Valuation in Divorce

Jaburg Wilk on

The valuation of a business or professional practice in a divorce proceeding requires the resolution of unique issues. Among the most significant of these issues are the valuation date and the standard of value to be...more

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