Asset-Based Appraisal Unsuitable for Fair Value Determination, Court Says
Linde v. Linde In a bitter fight between siblings over the buyout of the minority shareholder’s interest in a successful construction business, the trial court found the asset-based valuation the majority shareholder’s expert proposed was fatally flawed for at least...
Valuation Underpinning Contested Stock Sale Reflects Fair Value, Court of Chancery Says
Coster v. UIP Companies In a breach of fiduciary duty action arising out of a controversial stock sale, the Delaware Court of Chancery dismissed the plaintiff’s attacks on the underlying valuation, noting the appraiser was “exceptionally knowledgeable about the...
Connecticut Court Says ‘No’ to Tax Affecting but Limits the Reach of Its Ruling
R.D. Clark & Sons, Inc. v. Clark In a buyout dispute involving a Connecticut family business, an appellate court recently upheld the trial court’s decision not to tax affect the earnings of the company in valuing the departing shareholder’s interest, even though...
Bill that Provides More PPP Flexibility Is Signed into Law
In the wake of COVID-19, Congress acted quickly to help mitigate the economic impact of the pandemic. Part of this action included the Paycheck Protection Program (PPP), which was designed to help small businesses sustain operations and keep workers employed. While...
Financial Expert Testimony Persuades Court to Order Inspection of Company Records
Helen Ziegler Benjamin v. Island Management In a family dispute involving an irrevocable trust and several related closely held companies, the plaintiff trustees alleged a management company managed by certain family members was involved in misconduct. A discovery...
Buying a Distressed Business
As Maine enters what is traditionally its peak business season and the COVID-19 pandemic continues to engulf the country, some businesses around the state may be on the verge of bankruptcy or looking for a way out. While this certainly can cause stress for business...
Employees Working at Home? Rethink Your Space Needs.
When the COVID-19 pandemic hit Maine and shut down most of the state, many companies who were able to have employees work from home did so. Even now, as offices in Portland and throughout Maine begin to welcome back workers, many companies are continuing to have...
Defendants’ Force Majeure Defense Related to Hurricane Devastation Does Not Excuse Breach of Contract
Bayou Place Limited Partnership v. Alleppo’s Grill, Inc. The doctrine of force majeure (aka “act of God” doctrine) has received a lot of attention during the current COVID-19 crisis, which has harmed great swaths of the national and global economy owing to mandatory...
Should your business reopen? Five questions to ask yourself.
Maine has begun the reopening process for some of the businesses that were forced to close due to COVID-19. As the summer goes on, and we enter the other phases of the reopening plan, even more will be permitted to open their doors. But just because your business can...
Synergy Deduction Purely Academic in New Delaware Appraisal Ruling
In re Panera Bread Company In a statutory appraisal case that involved the sale of a publicly traded company to a privately held entity, the Delaware Court of Chancery recently decided the deal price was a reliable indicator of fair value and a downward adjustment for...