Should You Engage a Financial Advisor?
Discrimination and Bias in Residential Lending
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
What is an Appraisal?
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Episode 1: Chris Mercer Interview on Marketability Discount: Part 1
Episode 2: Chris Mercer Interview on Marketability Discount: Part 2
Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom
When purchasing an expensive engagement ring, one would not seek the expertise of a real estate agent. Similarly, when an estate requires an appraisal, it is crucial to engage the appropriate expert for high value personal...more
For federal estate and gift tax purposes, transfers are valued at the “fair market value” of the asset on the date of transfer. One of the more common estate tax audit issues is the failure to properly report the value of...more
In a recent court ruling, the US Department of Labor (DOL) prevailed against corporate directors and shareholders for claims related to an Employee Stock Ownership Plan (ESOP) transaction. ...more
Two recent tax court cases paint an ominous picture for professionals and investors who participated in listed syndicated conservation easement transactions. Coming on the heels of the Fisher conviction and his lengthy...more
Developer beware! In Wisconsin, assessors may use an “anticipated” vacancy in making assessments. Veritas Village LLC, the owner of a property with 189 apartments in Madison, contested the city's assessment of its property at...more
Under New York law, when real property has multiple owners who hold the property as tenants in common, any one co-owner can try to force the sale of the property by filing a partition under Article 9 of the Real Property...more
A recent Tax Court case provides important guidance for donors and charities making and negotiating gifts of appreciated property. While generally donors who donate appreciated property to a public charity do not recognize...more
In Ramcell, Inc. v. Alltel Corp., C.A. No. 2019-0601-PAF (Del. Ch. July 1, 2022), the Court of Chancery reviewed a 2019 short-form merger between Alltel Corporation (Alltel) and Jackson Cellular Telephone Co. (Jackson), that...more
In re GGP, Inc. Stockholder Litig., C.A. No. 2018-0267 (Del. July 19, 2022) - Here, the defendants organized a merger so that a large majority of the total value of the merger would be granted as a pre-closing dividend to...more
Washington State divorce laws provide that in every case the trial court must order a “just and equitable” distribution of the parties’ property and liabilities, whether community or separate. RCW 26.09.080. This includes...more
For the purposes of a statutory appraisal under Delaware law, a corporation’s fair value is determined “on the date of the merger” ― in other words, at closing, not signing. However, deal terms, including price, are typically...more
The fair value and fair market value appraisal standards applicable in contested buyout and dissenting shareholder valuations cut across state lines, which is one of the main reasons I occasionally highlight significant court...more
A recent Court of Chancery decision adds yet another wrinkle to the appraisal landscape and the potential for appraisal arbitrage. In BCIM Strategic Value Master Fund LP v. HFF, Inc. (Del. Ch. Feb. 2, 2022), the court found...more
As the creation of and transactions involving non-fungible tokens (NFTs) have increased dramatically, so has interest in using NFTs as donations to charitable organizations and for other charitable fundraising tools. Given...more
Counting the Days?- We are 302 days away from the national mid-term elections, to be held November 8, 2022, yet the first full week of the new year has already highlighted some of the economic issues with which the...more
Manti Holdings, LLC, et al. v. Authentix Acquisition Co., Inc., No. 354, 2020 (Del. Sept. 13, 2021) - This decision arose out of the acquisition of Authentix Acquisition Company, Inc. and a subsequent appraisal proceeding...more
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
Jarden, LLC v. ACE Am. Ins. Co., C.A. No. N20C-03-112 AML CCLD (Del. Super. July 30, 2021) - Director and corporate liability insurance coverage is determined by the specific language of the insurance policies. Last year,...more
Of all the factors considered by business divorce lawyers and appraisers when valuing an owner’s interest in a closely-held company, the calculation and applicability of a discount for lack of marketability (“DLOM”) is among...more
In a string of seminal decisions from 2017 through 2019 (DFC Global, Dell and Aruba), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give...more
The explosive growth in virtual currency (also referred to as cryptocurrency, digital assets, tokens and digital currency) is evidence of increasing popularity and acceptance of it as a new investment asset class. With the...more
In California eminent domain cases, appraisers typically have relatively wide latitude in determining fair market value for the property to be acquired. However, there are certain rules they must follow, and when an appraiser...more
It’s not unusual to find buy-out provisions in shareholder and operating agreements that commit the pricing of the buy-out to the “final and binding” determination of one or more appraisers. The same agreements also may...more
Brigade Leveraged Capital Structures Fund Ltd. v. Stillwater Mining Co., C.A. No. 427, 2019 (Del. Oct. 12, 2020) - This case illustrates that, notwithstanding a flawed process for the sale of a company, the deal price may...more