Now, which approach should one use to value a business? The Delaware Chancery Court in Huff was asked to determine the fair value of shares. The case pitted well-known industry experts, Robert Reilly, of Willamette Management, against Jeffrey Cohen. Each presented different opinions as to fair value. The court decided that the merger price was the fair value. The opinion raises a number of questions includi ...

A summary of recent federal and state court cases involving final partner administrative adjustments, mergers, and matrimonial law This month we highlight four cases.  The first is Rovakat, a federal appellate court decision where a claimed redemption was deemed a sale of stock. The In re MFW Shareholder Litigation case involves a motion for summary judgment where a majority of the minority shareholders app ...

Patent damages require thorough analysis and attention to detail This federal case update highlights patent cases where reports or testimony from damages experts were excluded and affirmed.  Regardless of outcome, these cases have a similar theme; it appears that some damage experts should perform a more thorough analysis and pay more attention to detail than they currently do. ...

Focus on shareholder disputes (slip opinions) Ruggiero v. Ruggiero is a New York Slip Opinion (cannot cite as authority) that is a classic battle of valuation experts.  The opinion  highlights how a New York State judge reached her decision and also provides an opportunity to deliberate and consider what can go wrong when a buy-sell agreement is either not in existence or is considered dated. Breidbart v. W ...

Updated guidance for taxpayers seeking equitable relief from section 66(c) or sec. 6015(f) of the Internal Revenue Code Revenue Procedure 2013-34 provides update guidance regarding the circumstances under which equitable relief will be granted. It supersedes Rev. Proc. 2003-61 and makes significant changes to when and how relief will be considered and granted. ...

Failure to make capital contributions did not void the operating agreement or reduce the ownership interest of non-complying partners In Grove v Brown, the Delaware Court of Chancery, relying on the unambiguous terms of a limited liability company (LLC) operating agreement, found that a member’s failure to make an initial capital contribution to a LLC did not affect that member’s ownership interest.   Furth ...

A closer look at real estate appraisal and government contracts A wife sells her portion of interest in a law firm in an arm’s length transaction and the timing and circumstances are questioned with regard to marital property. Adhering to cost accounting standards within government contracts and real estate valuation issues are reviewed in the latest Case Law Update. ...

Sun Capital Partners court found that the private equity fund actively participated in the management of its portfolio company In a recent and significant ruling from the First Circuit, Sun Capital Partners III, L.P. et al. v. New England Teamsters & Trucking Industry Pension Fund, No. 12-2312, 2013 WL 3814985 (1st Cir. July 24, 2013,) the court has determined that private equity funds can be held liabl ...

In re Bachrach: the U.S. Bankruptcy Court comments on the discounted cash flow and experts’ reports The discounted cash flow analysis (DCF) has been a standard valuation and damages method for many years. However, a U.S. Bankruptcy Court recently suggested that the “striking” disparity between experts’ conclusions in a case before the court “lends credibility to the concept that the discounted cash flow met ...

Fractional interest discounts allowed In Estate of Elkins v. Commissioner, the U.S. Tax Court sides with petitioners holding they were entitled to a ten percent discount from pro rata fair market value with respect to a decedent’s interest in various works of art.  In Fancher v. Prudhome, the Louisiana Court of Appeals upholds a trial court’s determination that using the Income Approach to value a withdrawi ...

California Sanctions Husband for Hidden Account. Wisconsin Finds ESOP Was Properly Governed In White v. Marshall & Isley Corporation, the U.S. District Court for the Eastern District of Wisconsin dismisses a case asserting that employee stock ownership plan (ESOP) fiduciaries violated their duty of prudence. In re: Simmons, tried in the Court of Appeals of California, found the husband subject to additi ...

U.S. Patent Law Changes from "First to Invent" to "First to File" Standard.  Plus:  New Discount on Filing Fees for Small Businesses and Inventors   This spring, patent law in the United States moved from a first-to-invent to a first-to-file system. The new law—called the America Invents Act (AIA)—puts the U.S. in harmony with most patent systems around the world, but it’s also a big change for inventors an ...

Plus: Bishop v. Commissioner Rules on When and Whether a Bad Debt Loss Can Be a Claimed Deduction In Schwab v. Commissioner, a case turns on when a variable universal life insurance policy is a taxable event.  In Boone Operations Co., LLC v. Commissioner, find out when contributing fill dirt to the city of Tucson is or isn’t a charitable or taxable event. ...

Case Summaries from the U.S. Court of Federal Claims and the Appeals Courts of the Sixth and Seventh Circuits A corporation lies in applying for federal loan guarantees—and faces treble damages in United States v. Anchor Mortgage.  In Naylor v. Invacare, plaintiff’s request for information plays a key role.  Find out more. ...

Recent Cases Consider: Fair Market Value in Arkansas, Equalization Payments and Healthcare Credits in Iowa, and Valuations Based on Future Cash Flow in Louisiana Judge Wiggins in Iowa rules In re Marriage of McDermott on equalization payments and tax credits for health insurance payments.  In Louisiana, Judge Williams finds a valuation in Fancher v. Prudhomme invalid since it was based on assumed cash flow— ...

Estate of Elkins Included Works by Picasso, Jackson Pollock, Henry Moore, Paul Cezanne, and Jasper Johns Roger Russell at Accounting Today reports that in the case, Estate of Elkins, 140 TC No. 5, the court applied Section 2703(a)(2) of the Tax Code in valuing the art, which included works by Picasso, Jackson Pollock, Henry Moore, Paul Cezanne, and Jasper Johns.  Section 2703(a)(2) of the Tax Code provides ...

Plus: Rulings on Family Business Share Value in Oklahoma, Expert Witnessing in New Hampshire The California Appeals Court rules on whether a vineyard’s expectations for future profits for land taken in eminent domain proceedings was a reasonable extrapolation in The People v. Dry Canyon Enterprises, LLC.  Click for more state case law on non-competition agreements, expert witnessing, and family business sha ...

A Petitioner Relies Reasonably on His CPA in Gaggero v. Commissioner, the Tax Court Finds. That Makes a Difference: Here’s Why. In Gaggero v. Commissioner, Judge Holmes at the U.S. Tax Court disagrees with the IRS’s contention that the plaintiff conducted an improper scheme to avoid capital gains.  In First Street Holdings NV, LLC v. MS Mission Holdings, LLC, Judge Markell at the U.S. Bankruptcy Court finds ...

Case Involved $6M in Gift Tax and $5M in Estate Tax; Interest in General Partnership Sold for Private Annuity; Much Planning at the End of 2012 Bruce Givner at Financial Planning reports that U.S. Tax Court Judge Elizabeth Paris handed the taxpayers a victory last Thursday [2/14/2013]  involving a powerful estate tax planning tool: private annuities.   The case, Estate of Kite v. Commissioner, is important, ...

Using Online Software Services Can Help Small Businesses Cut Costs. But Companies in Idaho are Discovering It Can Also Increase Their Tax Bills.   Steven D. Jones at the Wall Street Journal reports: ...