Category

Litigation

---

April 19, 2024 Electric Vehicles Special Topics Valuation Issues

2024 NADC Conference Key Takeaways

We’re back from the National Association of Dealer Counsel (“NADC”) annual member conference in Napa, California. The conference took place from Sunday, April 14th, to Tuesday, April 16th, and conference attendees included attorneys, auto dealer principals, in-house counsel, and vendors/service providers like us. It was great to see familiar faces, meet new people, and hear how several auto groups are faring in the current environment.

In this post, we provide a brief list of key takeaways from a few of the sessions we attended. We believe the topics covered are especially important for auto dealer counsel and their clients to watch throughout the remainder of the year and beyond.

May 12, 2022 Special Topics Valuation Issues

Case Review: Observations From a Recent Auto Dealer Litigation

The valuation of auto dealerships can be very challenging and complex. This week we discuss a recent Appellate Court decision, released from a case (Thomas A. Buckley v. Grover C. Carlock, Jr. et.al.) that we were directly involved in back in 2019. The case centered around a shareholder oppression issue involving a minority owner of an “ultra-high-line” auto dealership. Mercer Capital was hired by the Defendant to serve as the expert witness.

July 26, 2021 Blue Sky Valuation Issues

Formula Clauses for Auto Dealerships

Pros and Cons of Using Formula Clauses in Buy-Sell Agreements

A formula clause explains how a business will be valued, usually as part of a buy-sell agreement, employment agreement, transfer of interests under certain circumstances, or other agreement entered between owners of a company. In this post, we explain formula clauses, when they are used, why they are used, and why we ultimately recommend they not be used.

September 14, 2020 Special Topics

Does Personal Goodwill Apply to Auto Dealerships?

Observations from Recent Litigation Engagements

A common topic from several recent auto dealer litigation cases is personal goodwill.  Not only is its presence hotly debated, but practitioners further attempt to discern just how much of a business’ value is directly related to personal goodwill.  There’s no textbook that discusses where it exists and where it doesn’t, and it’s more prevalent in certain types of businesses or industries than others.  Before any attempts to measure and quantify it, I think the most important question to ask is “does it exist?”  Often with ambiguous concepts like personal goodwill, the adage “you know it when you see it” is most appropriate. 

May 11, 2020 COVID-19 Coverage Divorce Valuation Issues

Complex Valuation Issues in Auto Dealer Litigation

Solving the Puzzle

Litigation engagements are generally very complex, consisting of many moving parts. The analogy that comes to mind is the nostalgic game of Tetris. Like the game, many clients involved in auto dealer valuation disputes also experience anxiety and stress as problems begin to pile up.

We hope you never find yourself a party to a legal dispute; however, in this post, we offer words of wisdom based upon our experience working in these valuation-related disputes. We begin with seven topics, posed as questions, that have been points of contention or common issues that have arisen in recent litigation engagements. We’ve also added two questions to consider additional issues raised during the COVID-19 crisis.