The Importance of Growth Assumptions in Delaware Appraisal Rulings An important input to many valuations for disputes in the Delaware Court of Chancery is a business’s terminal value; the future value of a business that reflects all the cash flows expected to occur after the period for which management or analysts typically prepare cash flow projections. In this Q&A, the article’s authors explain how the assumptions underlying such calculations affect the valuation results when employing different valuation methodologies. In valuation disputes, adjudicators critically examine the methods and assumptions used by opposing experts when estimating a business’s future value. An important…
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Dieckman v. Regency GP LP et al. This article discusses Dieckman v. Regency GP, LP, a recent Delaware Chancery Court decision. It is a reminder for valuation professionals providing damages testimony to be wary when mixing the use of the market approach and income approach when estimating damages in situations where multiple entities are involved. For example, using the income approach in valuing the allegedly harmed subject company and then using a market approach for a similarly situated company that allegedly harmed the subject company (and vice versa). On February 15, 2021, Chancellor Andre Bouchard of the Delaware Court of…
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(Part II of IV) This is the second of a four-part article that sets forth best practices for estimating the company-specific risk premium. The first part of this series summarized where and how the CSRP applies in the various generally accepted cost of capital measurement models. This second part summarizes (1) the concepts of systematic risk and unsystematic risk and (2) the considerations of unsystematic risk in the analyst’s CSRP estimate. [su_pullquote align=”right”]Resources: Best Practices for Estimating the Company-Specific Risk Premium (Part I of IV) [/su_pullquote] Introduction This discussion is the second of a four-part series that summarizes best practices…
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In Dissenting Shareholder Appraisal Rights Matters (Part II of II) The Delaware Court of Chancery decisions on the treatment of synergistic value in dissenting shareholder appraisal rights cases provide meaningful guidance to valuation analysts, legal counsel, and other courts. This final part of the article continues the discussion on recent judicial decisions issued by the Delaware Court of Chancery where synergistic value was a consideration in a dissenting shareholder appraisal rights matter. This discussion provides insights related to the treatment of synergistic value within the context of a statutory appraisal rights fair value controversy. [su_pullquote align=”right”]Resources: Foundations of Financial Forensics…
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Is it the Market or the Model? Petitioners in Delaware appraisal cases must necessarily argue that fair value exceeds the deal price. In contrast, financial economists tend to view prices from a well-functioning market as “true north” when valuing a stock. Valuation models—such as a discounted cash flow (DCF) model—+can be important tools but are known to be sensitive to their numerous inputs. When such a model results in a valuation that is at odds with market prices, it is imperative to understand the disconnect: Is it the market or the model that is wrong? In this Q&A, Analysis Group…
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Conservation Easements, Attempts to Dissolve a NY LLC, and Valuation of Law Practice The U.S. Tax Court has issued a limited number of valuation cases this past summer. In this article, one U.S. Tax Court case presented is Harbor Loft Associates v. Commissioner. The case underscores that lessees cannot claim a charitable deduction for a conservation easement. The second case discussed is Matter of Goyal v. Vintage India NYC, LLC, which serves to reiterate the importance of executing an operating agreement and shows how difficult it is to unwind and dissolve an LLC in New York State and jurisdictions that…
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Highlighting Recent Delaware Court Cases In this Case Law Update, three recent Delaware Court cases are reviewed. Two cases focus on whether the deal value is fair value and the third focuses on matters discovered following approval of a merger and who has standing to sue and what remedy, if any, is available to the disgruntled plaintiffs. The first two cases also delve into the role of experts, inputs that are used in the DCF (and usually contested), and the role of board members overseeing the process, as well as the value of process itself discovering price. The third case…
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Use of Benninga-Sarig to Estimate Debt Betas in a Valuation Engagement In the July 8, 2016 In re Appraisal of DFC Global Corp. Opinion (DFC Opinion), the Court of Chancery of the State of Delaware suggested that debt betas should be estimated for individual companies and it cited Pratt and Grabowski’s Cost of Capital as a source for debt betas based on the firm’s credit rating. In addition, the Court also adopted the Hamada Formula over the Fernandez Formula to unlever betas because it believed the Hamada Formula “is widely accepted, readily understood, and not subject to dispute about whether…
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The proper usage of company management-prepared projections when applying the Income Approach—Discounted Cash Flow Method—is an ongoing issue for any valuation analyst, especially as it relates to shareholder appraisal rights actions. The Delaware Chancery Court regularly provides guidance as to the proper usage of management projections when applying the Discounted Cash Flow Method within a dissenting shareholder appraisal rights action. This article highlights several historical and recent Delaware Chancery Court decisions, and it provides insights into the valuation analyst’s role in properly utilizing management projections when applying the Income Approach—Discounted Cash Flow Method—within a dissenting shareholder appraisal rights action.
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Method for dissenting shareholder appraisal actions The consideration of the subject company’s industry (the subject industry) when applying the Income Approach—Discounted Cash Flow Method—is an important issue for the valuation analyst, specifically as it relates to shareholder appraisal rights actions. The Delaware Chancery Court regularly provides guidance as to the proper consideration of the subject industry when applying the Discounted Cash Flow Method within a dissenting shareholder appraisal rights action. This discussion highlights several recent Delaware Chancery Court decisions, and it provides insights into the analyst’s role in properly addressing the subject industry when applying the Income Approach within a…
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Fair value litigation and more The Delaware Chancery Court is considered one of the pre-eminent U.S. courts when it comes to business valuation and governance issues. This article reviews some recent court decisions pertinent to valuation practitioners and which will be discussed in more detail in NACVA’s Federal and State Case Law Update this fall.