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Business Litigation Appraisal

Farrell Fritz, P.C.

Fair Value Decision Caps Decade-Long Dispute Over Family-Owned Real Estate Holding Companies

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About 40 years ago, a son and his mother first teamed up to invest in purchasing and managing over a dozen buildings in New York through 4 co-owned entities, each owned on a 50/50 basis. Fast forward several decades and the...more

Farrell Fritz, P.C.

Your Business Appraiser Relied on What!?  Lessons from a Mostly-Decided Motion to Preclude

Farrell Fritz, P.C. on

One of the best parts of being a business litigator is the frequent opportunity it affords to work with (and against) expert witnesses of all stripes. And perhaps because there are so many ways that a business divorce can...more

Farrell Fritz, P.C.

Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

Farrell Fritz, P.C. on

There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more

Patton Sullivan Brodehl LLP

Can a Statutory Buyout be Dodged by Dismissal?

The statutory right to judicial dissolution in California comes with a hook — the defendants can avoid dissolution by exercising a “buyout” procedure.  This is true in both LLCs (Corporations Code section 17703.03) and...more

Farrell Fritz, P.C.

Post-Valuation Date Distributions: Should They Be Credited Against Fair Value Awards?

Farrell Fritz, P.C. on

In my business divorce travels occasionally I encounter instances in which shareholder distributions are made in the period between the valuation date for an elective buyout of a minority shareholder who sued for dissolution...more

Morris James LLP

Chancery Declines to Award Fees to Stockholders Who Opposed “Corporate Benefit”

Morris James LLP on

Almond v. Glenhill Advisors LLC, C.A. No. 10477-CB (Del. Ch. Apr. 10, 2019). Under the “corporate benefit doctrine,” litigants whose efforts result in a substantial benefit to a Delaware corporation or its stockholders...more

Farrell Fritz, P.C.

Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest

Farrell Fritz, P.C. on

The dog days of August are upon us, a perfect time as I do each year to offer vacationing readers some lighter fare consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

Morris James LLP

Delaware Corporate and Commercial Case Law Year In Review – 2017

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This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more

Morris James LLP

Court Of Chancery Explains Limits On Stockholder Challenges To Short-Form Mergers

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It is well understood that minority stockholders have limited rights to object to a short-form merger under Delaware law. This decision affirms that minority stockholders cannot challenge the merger on fairness grounds...more

Morris James LLP

Court Of Chancery Upholds Merger Price As Fair Value In Appraisal Action

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This is another decision in the continuing development of Delaware law on how to determine the acquired company’s fair value in an appraisal action. The decision carefully reviews the more recent opinions on whether the...more

Morris James LLP

Court Of Chancery Explains Fee Award In Appraisal Case

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Plaintiffs’ attorneys in representative litigation may obtain awards of fees and expenses when their efforts prove successful and provide benefits to the represented class. This decision explains how the Court of Chancery...more

Morris James LLP

Fair Value in Arm's-Length Third-Party Transactions

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With the rise of appraisal arbitrage, an increasing number of appraisal petitions and an increase in the size of appraisal classes, corporate practitioners have closely followed recent appraisal decisions in the Delaware...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners

The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262. In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VGC, 2015 WL 66825...more

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