New case digests added to BVLaw
Metro Tech Corp. v. TUV Rheinland of N.A., 2010 WL 4117123 (D. Puerto Rico.)(Oct. 18, 2010); and Metro Tech Corp. v. TUV Rheinland of N.A., 2010 WL 4117115 (D. Puerto Rico.)(Oct. 18, 2010) Court limits damages to breach of contract to those that can be ascertained with reasonable certainty, and qualifies first-time lost profits plaintiff’s [...]
SC Supreme Court persuaded regarding use of normalization adjustments
First the trial court found that two shareholders in a South Carolina medical supply company had been diverting funds to pay themselves excessive salaries. Next, it ordered the shareholders to buy-out the dissenting owners and appointed a business appraiser to determine statutory fair value. In his engagement letter, the appraiser agreed to comply by the [...]
Statutory “fair value” guide now available for business and family lawyers
The 2010 update of BVR’s Guide to Fair Value in Shareholder Dissent, Oppression and Marital Dissolution is now available. In addition to the print copy, the guide provides additional online access that includes real time updates to recently published court opinions and case abstracts, new articles, conference presentations, podcasts, news and blog feeds. The Guide [...]
Can buy-sell agreements bind the non-signing spouse?
In a case of first impression, the Texas Court of Appeals considered a buy-sell agreement that purported to bind shareholders and their spouses in the event of divorce. As a further complication, the husband had signed an employment agreement with the private medical association—but neither he nor his wife had signed the shareholders’ agreement. This [...]
Buy-Sell value stands after expert is discredited in shareholder buy-out case
In re White, 2010 WL 786292 (Bkrptcy. S.D. Tex.)(March 4, 2010) The federal bankruptcy court first found that $4.9 million in executive bonuses paid by a profitable construction equipment company over a span of two years (2006 and 2007) were in fact disguised dividends. “Uncontroverted” testimony at trial established that the company paid shareholder-employee bonuses [...]
NC opinion supports new intellectual property valuation methods
Early-stage companies have generated a huge amount of litigation, and this is particularly true for start-ups focusing on intellectual property. The value of these untested assets is subject to huge dispute. That’s why a new North Carolina case is so critical, and the decision in the statutory buy-out case hinged on the testimony and [...]
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