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Preferred Shareholders Prevail in Trados Transaction

April 2014 | Issue 73 Trados, Inc. was sold to another company for $60 million in July of 2005.  The sale proceeds were distributed as follows; Trados management received $7.8 million, preferred shareholders received $52.2 million and common stockholders received nothing. Certain common stockholders sued.  The story is told in a Delaware Chancery matter called [...] More...

Tax Court Takes a New Valuation Line on Built-in Capital Gains

March 2014 | Issue 72 U.S Tax Court Judge David Gustafson was faced with the task of determining the fair market value of an interest in an investment company named Pearson Holding Co. (“PHC”).  The case is Estate of Richmond v. Commissioner T.C. Memo 2014-26 (February 11, 2014). At the time of her death, December [...] More...

Is a Member’s Interest Worth More Than an Assignee’s Interest?

February 2014 | Issue 71 A recent Tax Court case involved the valuation, for estate tax purposes, of a 16.667% interest in a real estate holding company.  The company, called 37-41 East 18th Realty Co., LLC, owned a 78,000 square foot commercial building in Manhattan.  The case is Estate of Tanenblatt v. Commissioner, T.C. Memo. [...] More...

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Shareholder Transactions Valuations

Shareholder transaction valuations arise from a number of situations.  A common one is when a company undertakes a buyout of minority shareholders through a squeeze out merger or a reverse stock split.  In most states, if the minority shareholder believes the transaction price to be unfair, he can initiate a court procedure known as an appraisal action.  We have considerable experience in this area, including expert testimony on valuation.

Shareholders also come to us for valuation advice when they are trying to negotiate a consensual buyout of a shareholder, such as a retiring family member.  In such situations, we can act as valuation advisor to one party, or serve as a jointly-retained appraiser.