2021 Retirement Plan Limitations
On October 26, 2020, the Internal Revenue Service announced the cost-of-living adjustments (COLA) that will take effect January 1, 2021 (IRS Notice 2020-79). ...
Unless you grew up as a member of the fictional TV family The Brady Bunch, you have been in a heated argument. If you operate a business with multiple owners, you have likely seen more than your fair share of heated arguments.
Arguments among business owners, commonly referred to as shareholder disputes (at least in the case of corporations), regarding the governance of the business may arise for numerous reasons, and can be very heated, considering people’s livelihoods are on the line. One common type of shareholder dispute involves owners holding a minority share of the business (without the ability to control the operations of the business in this example) filing a dissenting shareholder action, and exercising their “appraisal rights” when the business is sold.
The appraisal rights protect minority owners in a business by granting them the ability to request an independent third-party valuation of the business to test the reasonableness of the purchase price negotiated between the majority owners and the buyer.
This article describes a dissenting shareholder case arising after Newell Brands, Inc. acquired Jarden Corporation.
Newell Brands, Inc. (“Newell”), a global consumer products company, acquired Jarden Corporation (“Jarden,” the “Company,” or “respondent”), another large consumer products company, for $59.21 per share in 2016. Newell owns numerous brands including Sharpie, Paper Mate, Elmer’s, Rubbermaid, Lenox and Graco. Jarden owns brands including Yankee Candle, Mr. Coffee, Sunbeam, Ball and Coleman. Following the transaction, four dissenting shareholders of Jarden (“petitioners”) filed appraisal petitions in the Court of Chancery of Delaware seeking an appraisal of the fair value of the Jarden stock on the merger date. Here are the facts of the case:
Valuation analysts should take note of V.C. Slights’ insight behind his decision, and keep it in mind when preparing future valuations. V.C. Slights’ thought process acts as an important reminder that all relevant market factors and background information should be considered when performing a business valuation.
Schneider Downs has significant experience in preparing business valuations for shareholder disputes, gift and estate tax, financial reporting, buying/selling and a range of other purposes. Please contact contactsd@schneiderdowns.com for more information about our business valuation services.
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