Balsamides v. Perle’s Empirical Analysis

Citation profile

2 federal appellate · 2 district · 11 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 17 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “(1) The Superior Court, in an action brought under this section, may appoint a custodian, appoint a provisional director, order a sale of the corporation’s stock as provided below, or enter a judgment dissolving the corporation, upon proof that (c) In the case of a corporation having 25 or less shareholders, the directors or those in control have acted fraudulently or illegally, mismanaged the corporation, or abused their authority as officers or directors or have acted oppressively or unfairly toward one or more minority shareholders in their capacities os shareholders, directors, officers, or employees. 7 (8) Upon motion of the corporation or any shareholder who is a party to the proceeding, the court may order the sale of all shares of the corporation’s stock held by any other shareholder who is a party to the proceeding to either the corporation or the moving shareholder or shareholders, whichever is specified in the motion, if the court determines in its discretion that such an order would be fair and equitable to all parties under all of the circumstances of the case. (a) The purchase price of any shares so sold shall be their fair value as of the date of the commencement of the action or such earlier or later date deemed equitable by the court, plus or minus any adjustments deemed equitable by the court if the action was brought in whole or in part under paragraph UA:lS-7(l)(c) [oppression rather than deadlock], (b) Within five days after the entry of any such order, t”

   1 later decision quote this exact passage · from the majority
   e.g. Balsamides v. Protameen Chemicals, Inc.

2. “Our statute directs that the price of the shares "shall be their fair value as of the date of commencement of the action or such earlier or later date deemed equitable by the court, plus or minus any adjustments deemed equitable by the court if the action was brought in whole or in part under paragraph 14A:12-7(1)(c)." It is neither "fair" nor "equitable" for the surviving shareholder to obtain the selling shareholder's interest at a discount. If there has been a fair appraisal of the fair market value of the entire corporation which will be owned in full by the surviving shareholder, it serves neither fairness nor equity to require a fifty percent shareholder to receive less than half of this total figure. The marketability of the total corporation is incorporated into the original determination of fair market value, and there is no reason to apply any minority discount.”

   1 later decision quote this exact passage · from the majority
   e.g. 315 N.J. Super. 32 - Lawson Mardon Wheaton, Inc. v. Smith

3. “[t]he problem with applying such a discount in this case is that there was no sale of Perle’s stock to the general public nor was Balsamides buying an interest in the company, minority or otherwise, that might result in the later sale of a partial interest to a member of the public. Rather, this was a case of a fifty percent owner buying the stock of the other fifty percent owner, resulting in the buyer obtaining total ownership of the corporation. The appraisal by Hoberman, accepted by the court, with all of its deductions for adverse internal and market conditions, was aimed at determining the fair market value of the entire corporation if that corporation were to be sold. Applying a marketability discount to reduce that valuation flies in the face of the initial valuations of both Hoberman and Ott of 100% of the corporation. [Id. at 27-28, 712 A.2d 673 .]”

   1 later decision quote this exact passage · from the majority
   e.g. Balsamides v. Protameen Chemicals, Inc.