Navigate complex business valuations in shareholder disputes. From minority oppression claims to buy-sell agreement enforcement, get expert guidance on valuation standards and methodologies. Requirements and standards vary by jurisdiction and proceeding type.
Claims of squeeze-out, excessive compensation, or exclusion from business decisions requiring fair value determinations.
Enforcement of buyout provisions, valuation formula disputes, and triggering event determinations.
Statutory appraisal rights in mergers, with specific valuation standards and procedural requirements.
Varies significantly by state statute and case law
Exceptions and thresholds differ by jurisdiction
Standards range from "reasonable expectations" to "egregious conduct"
May be mandatory, prohibited, or discretionary depending on state
Determinations vary by state and proceeding type
Some states provide remedies even without contractual provisions
Important: Always consult state statutes and case law for jurisdiction-specific requirements.
Typically includes minority and marketability discounts when applicable
Definition and application vary significantly by state statute and case law. May or may not include discounts depending on jurisdiction and type of proceeding. Consult state-specific precedents.
Applied when shareholder lacks control over business decisions
Reflects lack of ready market for minority interests
The enforceability and interpretation of buy-sell agreement valuation provisions are legal questions. Courts may or may not uphold formula valuations depending on circumstances, fairness, and state law.
May not reflect fair value depending on circumstances and jurisdiction
Often significantly below fair market value
Professional appraisal may be required by agreement or statute
Annual updates often ignored, leading to stale valuations
Long payment periods without adequate security or interest
Unclear definitions of disability, retirement, or termination
Lack of arbitration or mediation clauses for valuation disputes. Some states have statutory remedies for deadlock even without contractual provisions.
These are common valuation considerations. Legal strategy should be determined by counsel based on applicable law and case facts.
Argue for fair value standard without discounts
Document oppressive conduct and its impact on value
Challenge controlling shareholder compensation
Seek prospective relief, not just buyout
Emphasize business judgment rule protection
Apply appropriate minority and marketability discounts
Document legitimate business purposes for decisions
Enforce buy-sell agreement terms strictly
Fixed or quoted fee
If needed - hourly basis
Get credible, defensible business valuations from a certified appraiser with extensive litigation experience. Protect your client's interests with expert testimony and thorough analysis.