Stockholder disputes can range from breakups of companies resulting from disagreements between stockholders to stockholder dissent relating to mergers, dissolutions, and similar matters. Since many states allow a corporation to merge, dissolve, or restructure without unanimous stockholder consent, many disputes have arisen over the years because minority stockholders have felt that the action of the majority had a negative impact on them. Dissenting stockholders have filed lawsuits to allow their shares to be valued as if the action never took place.
In such cases, many states value the stockholder’s interest as what it was immediately before the change; it does not reflect the effect of the proposed change on the value of the corporation. In these instances, the value is generally determined according to the standard of fair value based on the case law within the state of incorporation. At Trugman Valuation, we work closely with legal counsel to make sure that the correct standard of value and the rules of the particular jurisdiction are being factored into our valuation.
The Principals at Trugman Valuation have significant experience across many jurisdictions in this area including providing testimony as required.