Business Valuation Law

Virtual Tokens, Tangible Damages: Deciphering the Diamond Fortress vs. EverID Ruling

As the Securities and Exchange Commission (SEC) brings enforcement actions against major players such as Coinbase and Binance, it’s pertinent to revisit a significant Delaware case from 2022 that tackled the valuation of crypto assets. A fresh look at this case provides valuable context amidst these recent enforcement actions. The Delaware Superior Court, in a …

Virtual Tokens, Tangible Damages: Deciphering the Diamond Fortress vs. EverID Ruling Read More »

From Merger to Courtroom: Unpacking the Ramcell, Inc. v. Alltel Valuation Dispute

In a landmark decision that hones the focus on a valuation dispute over equity stock in an M&A transaction, the Court of Chancery issued an illuminating ruling in Ramcell, Inc. v. Alltel Corp., C.A. No. 2019-0601-PAF (Del. Ch. July 1, 2022). The lawsuit involved a 2019 short-form merger between Alltel Corporation (Alltel) and Jackson Cellular …

From Merger to Courtroom: Unpacking the Ramcell, Inc. v. Alltel Valuation Dispute Read More »

Koch v. Koch: $12M Verdict & $58M Minority Buyout in Valuation Battle

Koch v. Koch (No. 27-CV-18-20579, 2022 WL 1467980 (Minn. Dist. Ct. May 06, 2022)) involved a shareholder dispute among three brothers who owned two businesses in Minnesota. The plaintiff, Jim Koch, had a falling out with his brothers, Randy, and Dave Koch (the defendants), resulting in a deteriorated relationship and disputes over the terms of …

Koch v. Koch: $12M Verdict & $58M Minority Buyout in Valuation Battle Read More »

Tax-Affecting Company Income: A Monumental Court Ruling and its Implications for Valuation

The valuation industry has long debated the appropriateness of tax-affecting the earnings of pass-through entities when using the discounted cash flow method. A recent court ruling has provided much-needed clarity, allowing valuation professionals to move forward with confidence. This article will analyze the ruling and its implications for the valuation process.   Background: The Biltmore …

Tax-Affecting Company Income: A Monumental Court Ruling and its Implications for Valuation Read More »

Fair v. Fair: Exploring the Impact of Discount for Lack of Marketability (DLOM)

In the case of Fair v. Fair, the Louisiana Appellate Court examined the impact of the discount for lack of marketability (DLOM) on the valuation of a closely held business. This article focuses on the use of DLOM as a factor in determining damages and aims to provide insights into the importance of considering marketability …

Fair v. Fair: Exploring the Impact of Discount for Lack of Marketability (DLOM) Read More »

Marion Coster v. UIP Companies: The Importance of Fair Price and Process in Valuation

In the case of Marion Coster v. UIP Companies, Inc., et al., the Delaware Chancery Court examined the issues of fair price and fair process in the context of a merger transaction. This article focuses on the valuation aspects of the case and aims to provide insights into the importance of fair price and process …

Marion Coster v. UIP Companies: The Importance of Fair Price and Process in Valuation Read More »

The Admissibility of Calculated Value Assignments in Courts of Law: Larchick v. Pollock

In Larchick v. Pollock, the admissibility of calculated value assignments in Arizona courts of law took center stage. This article focuses on the importance of using well-founded valuation methodologies and how they are presented in legal settings. The dispute in Larchick centered around the valuation of a closely held business in which both parties held …

The Admissibility of Calculated Value Assignments in Courts of Law: Larchick v. Pollock Read More »

Bandera Master Fund v. Boardwalk: A Deep Dive into Valuation Techniques for Damages Assessment

Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C. A. 2018-0372-JTL (Del. Ch. Nov. 12, 2021) highlights the importance of utilizing accurate and well-founded valuation techniques when assessing damages in complex litigation. In this article, we will delve deeper into the case, exploring the different valuation methodologies employed by expert witnesses and discussing the …

Bandera Master Fund v. Boardwalk: A Deep Dive into Valuation Techniques for Damages Assessment Read More »

In Re Cellular: Valuation Lessons from a Squeeze-Out Shareholder Dissent Case

In the case of In Re Cellular Tel. P’ship Litig., the Delaware Chancery Court addressed a shareholder dissent suit involving a “squeeze-out” transaction. The minority partners in various partnerships received from the court about three times the value they initially received in the forced transactions that created the squeeze-outs. This article focuses on the valuation …

In Re Cellular: Valuation Lessons from a Squeeze-Out Shareholder Dissent Case Read More »

DFC Global Corp: Delaware Supreme Court to Chancery Court on Business Valuation: Show Your Work!

The Delaware Supreme Court’s reversal of Chancery Court’s holding provides a reminder that in the sometimes-esoteric world of business valuations under Delaware, fully developing and explaining one’s analysis is critical. The Chancery Court in In re Appraisal of DFC Global Corp issued a revised opinion in which Chancellor Andrew Bouchard held that the equal weighting …

DFC Global Corp: Delaware Supreme Court to Chancery Court on Business Valuation: Show Your Work! Read More »