44 years - Valuation & Testimony
Commercial, Corporate and Family Litigation
When a party to a contract materially breaches its terms and the breach results in economic harm to the non-breaching party, economic damages may need to be calculated. In some cases, the damages are related to lost profits. In others, the breach may have damaged the value of the business.
I have testified in a number of such dispute cases, including calculating damages or value stemming from alleged breaches of contractual agreements or contractual provisions relating to:
- Supply or delivery of a product or service,
- Purchase (of businesses), and
- Letters of Intent
Business valuation is a critical component of controversies between equity owners in a business regardless of its form of governance. Redemptions or buyouts are a frequent area of contention. I have been involved in a number of such disputes. If the entity was a corporation, often the terms of a buy-sell agreement were at the center. For limited partnerships and limited liability companies, the redemption provisions or puts and calls have frequently been a major issue. The two instances I have seen most commonly as giving rise to these disputes is the buyout of one family member by another and equity compensation owed to a departing CEO or other member(s) of senior management.
Trust and Probate Disputes
Trustees, personal representatives and executors have a fiduciary duty to beneficiaries and heirs. When the assets held in trust or in the estate are ownership interests in a closely-held business, controversies with respect to the actions (or inactions) of fiduciaries arise. I have been involved in a number of such disputes in Federal, state and probate courts regarding the affect on business value or the amount of economic loss in claimed breaches of fiduciary duty.
I have been engaged in a number of marital dissolution valuation assignments. A frequent area of contention is the amount of goodwill in the value of the business and the personal goodwill of a spouse in the business. In 24 states, including Texas and Oklahoma, personal goodwill is not a marital asset. In 13 other states, including Arizona and New Mexico, all goodwill is a marital asset. In 5 states, including Louisiana, Mississippi and Kansas, goodwill, of any kind, is not considered a marital asset. In the rest of the states, the issue of goodwill is not clear. I have recently spent a significant amount of time in the area of goodwill determination and gave developed an effective means of distinguishing between personal and enterprise goodwill.