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Business Valuation Law.

Fair Value Guide

700+ pages
Published July 2010

 

BVR's Guide to Fair Value in Shareholder Dissent,
Oppression, and Marital Dissolution


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Appraisal actions under both dissent and oppression statutes are on the increase, making this a fertile field for litigators. Fair value statutes are a complex and dynamic standard of value and interpretations vary widely from state to state. This comprehensive Guide helps you combat the confusion with a wealth of court case abstracts, a reference chart listing the statutes in all 50 states, articles from business valuation experts, and much more!

Highlights of this Guide Include:

  • A comprehensive statutory reference chart listing the dissent and oppression statutes in all 50 states – categorized according to how its case law typically addresses the application of discounts to fair value determinations
  • A wealth of exclusive BVLaw™ court case abstracts pertaining to fair value, including Brynwood Co. v. Schweisberger, Grelier v. Grelier, Lemmen v. Lemmen, Vernon v. Cuomo, Owens v. Owens, and many more!
  • New articles and webinar transcripts on implied minority discounts in statutory fair value and the misuse of control premiums in Delaware appraisals
  • Updated articles by top experts and expert witnesses in the profession, including Dissolution Actions Yield Less than Fair Market Enterprise Value by Arthur Shartsis, Recent Developments in Delaware Appraisal Cases by John Hempstead, Twists and Turns for Fair Value (and other Value) Definitions in California, by Tom Pastore, and more! 

Table of Contents

Section 1: Selected Articles on Fair Value

Chapter 1: Introduction

  • Introduction to BVR’s Guide to Fair Value in Shareholder Dissent, Oppression, and Marital Dissolution
    By Shannon Pratt, CFA, FASA, MCBA, CM&AA

Chapter 2: Background on Fair Value

  • Fair Value Defined
  • Fair Value vs. Fair Market Value: Historical Perspective
  • Fair Value in Dissent and Oppression Chart by State
  • Current Business Corporation Law and What it Means for the Business Appraiser
    By John J. Stockdale Jr., Esq.
  • Recent Developments in Delaware Appraisal Cases
    By John E. Hempstead, ASA, CFA
  • When Nothing Else Fits it Must be Fair Value
    By R. James Alerding, CPA/ABV, ASA, CVA and
    H. Edward Morris, Jr., ASA, CBA, BVAL, CPA/ABV
  • The World According to Delaware Chancery: A Vice Chancellor Offers Ten Tips to Appraisers
  • Fair Value: A View from the Delaware Court of Chancery Bench
    By Shannon Pratt DBA, CFA, FASA, MCBA, CM&A, MCBC
  • Implied Minority Discount in Statutory Fair Value: The Doctrine that Just Won’t Die
  • Standards of Value: Theory and Applications
  • BVR Telephone Conference Transcript October 24, 2006
    Speakers: Jay Fishman, Shannon Pratt, William Morrison

Chapter 3: Fair Value in Dissenting and Oppressed Shareholder Matters

  • Fair Value in Dissenting and Oppressed Shareholder Matters: How to Avoid Minefields
    By Jay Fishman, FASA
  • Judicial Valuation of Stock of a Delaware Corporation: The Legal Concept of “Fair Value”
    By Bruce L. Silverstein, Esq.
  • he Non-Delaware View of Fair Value in Shareholder Dissentand Oppression Cases
    By Noah Gordon, Esq.
  • Report of Donald J. Puglisi in the matter of Laurel Gonsalves, Petitioner, v. Straight Arrow Publishers, Inc., A Delaware Corporation Respondent
  • Shareholder Oppression & ‘Fair Value’: Of Discounts, Dates, and Dastardly Deeds in the Close Corporation
    By Douglas K. Moll, Esq.
  • The Fair Value of Cornfields in Delaware Appraisal Law
    By Lawrence A. Hamermesh, Esq. and Michael L. Wachter, Esq.
  • The Short and Puzzling Life of the ‘Implicit Minority Discount’ in Delaware Appraisal Law
    By Lawrence A. Hamermesh, Esq. and Michael L. Wachter, Esq.
  • Rationalizing Appraisal Standards in Compulsory Buyouts
    By Lawrence A. Hamermesh, Esq. and Michael L. Wachter, Esq.
  • Misuse of Control Premiums in Delaware Appraisals
    by Gilbert E. Matthews, CFA
  • Implied Minority Discounts in Statutory Fair Value: The Doctrine that Just Won’t Die
    Business Valuation Resources, March 19, 2010

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Chapter 4: Valuing a Business on Fair Value

  • Valuing a Business (5th ed.) on Fair Value

Chapter 5: Fair Value in Marital Dissolution

  • The State of the Fair Value Standard in Divorce
    By John Stockdale Jr., Esq.
  • Fair Value in Marital Dissolution: Case Law
    By Noah Gordon, Esq.
  • Understanding Fair Value for Divorce
    By Lee D. Sanderson, CPA/ABV, CVA, MST
  • The New Business Valuation Standard for Divorce
    By Lee D. Sanderson, CPA, ABV, CVA, MST
  • Valuation of S Corporations for Purposes of Marital Dissolutions
    By R. James Alerding, CPA/ABV, ASA, CVA and
    H. Edward Morris, Jr., ASA, CBA, BVAL, CPA/ABV
  • Fair Value vs. Fair Market Value in Divorce Cases
    By Jerome W. Karsh, CPA
  • Fair Value as a Basis for Business Valuation in Divorce
    By Alan S. Zipp, Esq., CPA/ABV, CBA
  • Fair Value Versus Fair Market Value: Is There a Place for Fair Value in Marital Dissolution?
    By Robert Kleeman Jr. CPA/ABV, ASA, CVA

Chapter 6: Fair Value Under California Corporations Code Section 2000

  • Dissolution Actions Yield Less than Fair Market Enterprise Value (Appraising for “Fair Value” Under California Corporations Code Section 2000)
    By Arthur J. Shartsis, Esq.
  • Using California Corporations Code Section 2000 to Resolve 50-50 Shareholder Deadlocks in Privately Held Corporations
    By Arthur J. Shartsis, Esq.
  • Twists and Turns for Fair Value (and other Value) Definitions in California
    By Thomas E. Pastore, ASA, CFA

Section 2: Fair Value Case Abstracts

  • Case Abstract Summary Tables
  • Case Abstracts
  • Section 2 Index

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