Athlon Sports Communications, Inc. v. Duggan (II)
Court overrules precedent requiring exclusive use of Delaware block method to determine fair value in dissenting shareholder cases; trial courts may use other, more “modern” methods, including forward-looking DCF analysis, state high court says and remands for reevaluation of earlier ruling.
Athlon Sports Communications, Inc. v. Duggan (I)
Appeals court says trial court followed applicable law when it used Delaware block method to determine fair value of dissenting shareholders’ interests; court declines to change law on valuation, saying reversal must come from state Supreme Court.
Tennessee no longer mandates Delaware block method to determine fair value
For the longest time, Tennessee case law required trial courts presiding over dissenting shareholder actions to determine fair value by using the Delaware block method. In a recent ruling, the Tennessee Supreme Court struck down the requirement and Tennessee has joined the jurisdictions that allow "more modern" valuation approaches.
Tennessee embraces ‘modern’ valuation methods in fair value determination
In a key valuation decision, the Tennessee Supreme Court recently overruled precedent on how to determine fair value in a dissenting shareholder suit.
Tennessee dissenters claim Delaware block method is passé
The use of the Delaware block method in Tennessee recently came under attack in a case involving a closely held Nashville, Tenn.-based media company whose controlling shareholders had pursued a squeeze-out merger and later asked the trial court for a judicial appraisal of the dissenting shareholders' interest.
Tennessee Sticks With Delaware Block Method in Judicial Appraisals
Appeals court says trial court followed applicable law when it used Delaware block method to determine fair value of dissenting shareholders’ interests; court declines to change law on valuation, saying reversal must come from state Supreme Court.
Business Valuation Case Law Yearbook, 2019 Edition
February 2019 PDF
BVR (editor)
Business Valuation Resources, LLC
Tennessee appeals court validates Delaware block method
The Delaware block method is obsolete, dissenting shareholders in a Tennessee fair value case argued.
Business Valuation Case Law Yearbook, 2018 Edition
February 2018 PDF
BVR (editor)
Business Valuation Resources, LLC
Delaware Block Method No Longer Mandatory in Tennessee Fair Value Proceedings
Court overrules precedent requiring exclusive use of Delaware block method to determine fair value in dissenting shareholder cases; trial courts may use other, more “modern” methods, including forward-looking DCF analysis, state high court says and remands for reevaluation of earlier ruling.
Buckley v. Carlock
The Tennessee appellate court affirmed the Chancery Court’s determination of the value of an oppressed minority shareholder’s interest in an “ultra-high-end” car dealership. The valuation of an expert utilized the “blue sky method,” a rule of thumb method, to value the dealership and ultimately the minority interest. The Chancery Court conducted a hearing on which it heard valuation expert testimony. The appellate court affirmed the Chancery Court’s valuation and its methodology since it was generally accepted by the financial community.
Tennessee Sticks With Delaware Block Method in Judicial Appraisals
Appeals court says trial court followed applicable law when it used Delaware block method to determine fair value of dissenting shareholders’ interests; court declines to change law on valuation, saying reversal must come from state Supreme Court.
BVR Legal Yearbook 2019 Excerpt
Book Excerpts
The Business Valuation Case Law Yearbook, 2019 Edition is essential for business appraisers and attorneys who want to stay ahead of their peers on the most important legal issues brought up in business valuation-related cases. With in-depth analysis from BVR’s legal team, the lessons learned in this book help appraisers reach better and more defensible valuation conclusions. And, attorneys who retain appraisers as financial experts learn how their experts can help them win (or lose) in court.
Appellate Court Affirms Use of the ‘Blue Sky Method,’ a Rule of Thumb, to Value a Minority Interest in an Oppression Case
The Tennessee appellate court affirmed the Chancery Court’s determination of the value of an oppressed minority shareholder’s interest in an “ultra-high-end” car dealership. The valuation of an expert utilized the “blue sky method,” a rule of thumb method, to value the dealership and ultimately the minority interest. The Chancery Court conducted a hearing on which it heard valuation expert testimony. The appellate court affirmed the Chancery Court’s valuation and its methodology since it was generally accepted by the financial community.
Tennessee Appeals Court Clarifies Use of Discounts and Tax Affecting in Court-Ordered LLC Buyout
In LLC member buyout dispute, the Court of Appeals finds the term “fair value” does not contemplate the use of shareholder-level discounts. However, tax affecting is relevant evidence when determining the going-concern value of subject S corp. Trial court must consider evidence on tax affecting.
BVLaw Case Update: A One-Hour Briefing
It’s 2017, and BVLaw Case Update is back. Join veteran valuation analyst Jim Alerding (Alerding Consulting LLC) and BVR’s legal editor, Sylvia Golden, for a one-hour discussion of some of most impactful recent valuation and economic damages decisions. This conversation will delve into statutory fair value opinions coming out of Tennessee and Delaware; a Section 1031 Tax Court decision by Judge Laro, one of the court’s most influential voices, addressing methodology and attorney-appraiser communications; and ...
BV Case Law Yearbook 2018 Excerpt
Book Excerpts
The Business Valuation Case Law Yearbook, 2018 Edition is essential for business appraisers and attorneys who want to stay ahead of their peers on the most important legal issues brought up in business valuation-related cases. With in-depth analysis from BVR’s legal team, the lessons learned in this book help appraisers reach better and more defensible valuation conclusions. And, attorneys who retain appraisers as financial experts learn how their experts can help them win (or lose) in court.
Raley v. Brinkman
In LLC member buyout dispute, the Court of Appeals finds the term “fair value” does not contemplate the use of shareholder-level discounts. However, tax affecting is relevant evidence when determining the going-concern value of subject S corp. Trial court must consider evidence on tax affecting.
All Guide Brochure
Free Downloads
Download BVR's guide catalog that includes a wealth of guides, books, and special reports on the most important business valuation topics today.
Statutory Fair Value in Dissenting Shareholder Cases: Part II
This article continues the discussion of statutory appraisal that was presented in Part I in the prior issue of Business Valuation Review. Fair value, the predominant standard of value employed by state courts to value dissenters' shares in appraisal cases is, is determined by state law. In most states, fair value is the shareholder's pro rata portion of the value of a company's equity. This article discusses the approaches used by the Delaware courts' views ...
Ryan Trust v. Ryan
In family buyout dispute, state high court affirms trial court’s decision to adopt expert valuation testimony for selling majority shareholder, finding expert’s DCF inputs were reasonable as was selection of multiple of earnings in GPTC analysis; expert’s explanation for S corp premium was convincing.