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Foreword
Preface
Acknowledgments
About the Authors
Introduction

Chapter 1 Common Standards and Premises of Value

Common Standards and Premises
        Price, Value, and Cost
        Defining a Standard of Value
        Premises of Value
Common Standards of Value
        Fair Market Value
        Fair Value
        Investment Value
        Intrinsic Value
        Book Value
Common Operational Premises Underlying the Standard of Value
        Going Concern
        Liquidation Value
        Fair Value in Alternative Contexts
        Fair Market Value in Alternative Contexts
        Standards of Value in the International Context
Summary

Chapter 2: Fair Market Value in Estate and Gift Tax

Introduction
        Common Definitions of Fair Market Value
        History of Fair Market Value
        United States v. Fourteen Packages of Pins
Elements of Fair Market Value
        Price at Which a Property Would Change Hands
        Willing Buyer
        Willing Seller
        No Compulsion to Buy or Sell
        Reasonable Knowledge of Relevant Facts
        Common Discounts
Summary

Chapter 3: Fair Value in Shareholder Dissent and Oppression

Fair Value as the Standard of Value in Dissent, Oppression, and Entire Fairness Cases
The Appraisal Remedy for Dissenting Shareholders
        History and Overview of the Appraisal Remedy
        Appraisal Rights Today
        Appraisal Rights in Publicly Traded Corporations: The Market Exception
        Fair Value Can Be Less Than Arms’-Length Price
The Oppression Remedy
        Development of the Oppression Remedy
        Context of Oppression Remedy
        Dissolution as a Remedy for Oppression
        Shareholder Buyouts as an Alternative Remedy
        Examples of Oppression
Fair Value Is the Standard of Value in Appraisal and Oppression in Almost All States
        Fair Value as Defined by Various Authorities and Statutes
The Valuation Date—Before the Effectuation of the Corporate Action to Which the Shareholder Objects
        Valuation Date in Appraisal Cases
        Valuation Date in Oppression Cases
Customary and Current Valuation Techniques
Fair Value in Delaware
        Delaware Fair Value Standards
        Entire Fairness in Delaware
        Components of Fair Value in Delaware
Ohio’s Unique and Unfavorable Standard of Value in Appraisals
Fair Value Normally Excludes Discounts and Premiums
        Most States Now Reject Minority and Marketability Discounts
        Levels of Value
        Discounts at the Shareholder Level
        The “Implicit Minority Discount”
        No Premiums Are Applicable to DCF Values
        Discounts at the Corporate Level
        Control Premiums at the Corporate Level
        Some States Permit Considering Extraordinary Circumstances in Determining Whether to Apply Discounts
        Court Decisions Have Moved toward Rejecting Discounts
Equitable Adjustments to Fair Value
        Consideration of Wrongdoing in Calculating Fair Value
        Damage Claims
Summary

Chapter 4: Standards of Value for Partnership and Limited Liability Company Buyouts

Introduction
Buyout upon Dissociation
Buyout in Lieu of Dissolution
Dissenters’ Rights
Partnerships and Limited Liability Partnerships (LLPs)
        Limited Liability Partnerships
        General Partnership Standard of Value Cases
        Limited Partnerships
Limited Liability Companies, Generally
        Uniform Acts
        Buyout in Lieu of Dissolution
        Withdrawal and Buyout
        Dissenters’ Rights
        Professional LLCs
        LLC Decisions
Summary

Chapter 5: Standards of Value in Divorce

Introduction
        Marital Property: General Background and History
        Identification of Marital Property and Separate Property
        Relationship between Valuation and Identification of Intangible Assets
        Appreciation on Separate Property
Premises and Standards of Value in Divorce
        Premises of Value
        Standards of Value
        Premises of Value Revealed through the Valuation of Insurance Agencies
        Concepts of Value under the Two Premises
Standards of Value in Divorce among the 50 States
        Lack of Statutory Insight
        Revealing Standard of Value through Case Law
        Toward a Standard of Value Classification System
Value in Exchange
        Goodwill
        Lack of Control and Marketability Discounts under Value in Exchange
        Fair Value
        Buy–Sell Agreements under Value in Exchange
Value to the Holder
        Goodwill
        Double Dipping
        Shareholder-Level Discounts under the Value to the Holder Premise
        Fair Value
        Buy–Sell Agreements under Value to the Holder
Summary

Chapter 6: Fair Value in Financial Reporting

Introduction
        Fair Value in Financial Reporting: What Is It?
Application of Fair Value
        History of Fair Value in U.S. Accounting Literature
Application of the Fair Value Standard to Business Combinations
Application of the Fair Value Standard to Asset Impairment Tests
Interpretation of Fair Value Compared to Other Standards of Value
        Fair Value in Financial Reporting versus Fair Value in Dissenters’ Rights Cases
        Fair Value in Financial Reporting versus Investment Value
        Fair Value in Financial Reporting versus Fair Market Value
Audit Issues
Summary

Appendix A: International Business Valuation Standards
Appendix B: Chart - Fair Value in Dissent and Oppression
Appendix C: Standard of Value in Divorce Classification by State and Standard of Value