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Court Increases Dissenters’ Buyout Offer by More than 25%

In Re: Appraisal of Dell Inc., Delaware Ch., C.A. No. 9322-VCL, May 31, 2016 When computer maker Dell decided to delist in 2013, its board agreed to buy out dissenting shareholders for $13.75 per share. The dissenters argued that the buyout price was unfair — and the Delaware Chancery Court recently agreed, valuing the stock…  Continue Reading »

Trial Court uses DLOM to Achieve “Fairness and Equity”

Parker v. Parker A New Jersey trial court applied a 25% discount for lack of marketability (DLOM) to punish a selling shareholder for his oppressive behavior toward the purchasing shareholder, in this appraisal rights case. In New Jersey and other jurisdictions that follow similar rules, some valuation professionals worry that this decision could set an…  Continue Reading »

Customize M&A Terms to Fit Your Needs

Make a deal Are you interested in selling (or buying) a business interest in Texas? The gap between how much the buyer is willing to pay and how much the seller expects to receive can be bridged by incorporating creative options into the purchase agreement. Earnouts A portion of the sales price is typically withheld…  Continue Reading »

Historic Storm Leads to Contract Termination…and a Lawsuit

In Katrina’s wake Among the most documented disasters in U.S. history was Hurricane Katrina. However, the legal ramifications of that terrible, historic storm have been relatively less acknowledged. This has changed as more and more Katrina-related decisions are handed down. Citadel Builders v. Transcontinental Realty is one such case, which addresses a contract termination dispute.…  Continue Reading »

The Role of Forensic Skepticism in Lost Profits Calculations

Financial experts have a variety of tools at their disposal for calculating lost revenues and avoided costs when analyzing claims for lost profits or other business damages. However, it’s also critical to look behind the numbers for signs that they might have been manipulated or falsified. This “forensic skepticism” is part of what makes forensic…  Continue Reading »

6 Ways Financial Experts Can Help

Cases of business interruption Whether business interruption is caused by a natural disaster like in Houston, Texas, or another party’s wrongful act, it can disrupt a company’s cash flow and threaten its existence. The key to survival is to restore normal operations as quickly as possible, and insurance plays a critical role. The purpose of…  Continue Reading »

Growth Rate Becomes Critical to Lost Profits Calculation

Selecting an appropriate growth rate is a critical step in calculating damages in Texas commercial cases involving lost profits. However, it’s also one of the most challenging. Depending on the amount at stake and the length of the damages period, adjusting the growth rate by just a few percentage points can have a significant effect…  Continue Reading »

Surviving a Business Interruption

Damage control Many businesses in Houston, Texas will be dealing with damage control in the aftermath of the hurricane. Healthy cash flow is essential to the survival of a business. Even companies that are highly profitable on paper can’t survive long without a healthy cash flow. That’s why a business “interruption” is so dangerous. Whether…  Continue Reading »

Economic Damages 101

As many businesses in Texas already know, business disputes arise daily. Maybe a publisher infringes on a writer’s copyright, a supplier violates a provision of an exclusivity contract, or a competitor steals a trade secret. Typically, these wrongdoings result in one party losing money. It’s up to the legal system to restore order — and…  Continue Reading »

Buy-Sell Agreements: How to Cover all the Valuation Bases

It’s common for businesses, in Houston as well as other locations, with more than one owner to need a buy-sell agreement to handle voluntary and involuntary ownership transfers. It’s also important to update the agreement regularly to ensure it’s still valid and addresses all of the business valuation issues that may arise. Determine which structure…  Continue Reading »

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