How to make money is not entirely fair
Kesslerdownload fileinvolved the squeeze-out merger of a closely-held private company made up of radiologists.
This page opinion is a veritable reference text for the analysis of fair price and valuation of closely-held businesses. Along the way, key fiduciary duty principles are explained.
Students at Miami and Drexel Universities filed a class action lawsuit for tuition refundsbut most colleges have generally been offering refunds on room and board fees, not tuition.
For example, the amount that the majority paid wholly-owned affiliates for services was governed by the entire fairness standard. See footnote 73 citing Telxon Make money without giving. Meyerson, A.
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At page 51 of the decision, the Court determined that the fees that the majority paid to its wholly-owned entity for services were above the market rate. The Court also disagreed with the testimony of both valuation experts.
The Court found both approaches flawed and made its own independent valuation determination. The Court noted that its determination of fair value based on the appraisal statute would also determine the award of damages for the purpose of the entire fairness claim.
In analyzing the discounted cash flow method and the determination of terminal value, the Court cited to leading treatises in the area of corporate finance and business valuation, such as those of Shannon Pratt. See, e.
The Court concluded after very detailed and thorough analysis of the various valuation methods that the price paid by the majority for the ownership interest of the minority was unfairly low and thus, the Court calculated its own new valuation which was the basis for both the appraisal award and the award based upon the entire fairness claim.