In 2012, the Board of Directors of Athlon Sports Communications Inc., a privately held media company that produces and distributes sports-related publications, approved a merger from which four minority shareholders dissented, disputing the price at which the merger was approved—a price that was in excess of what an appraiser hired by Athlon had concluded was the company’s fair value. After a six-day trial of the case, the court issued a ruling in Athlon's favor, holding that the fair value of the dissenters' shares was no more than the price at which Athlon's Board of Directors approved the merger. The dissenting shareholders appealed the decision, and the Court of Appeals affirmed the trial court's ruling. The Tennessee Supreme Court granted review to address the question of how to determine "fair value." In the decision, the Court made clear that the determination of "fair value" can be based on proof of value by any methods which are generally considered acceptable in the financial community. Ultimately, the Supreme Court didn't make a ruling on the value of Athlon's shares, instead remanding the case back to the trial court. On remand, the dissenters asked for additional discovery and a new trial, which the trial court denied.
Waller served as counsel to Athlon through all stages of litigation. The case involved extensive discovery and testimony from Athlon executives and experts related to the financial condition of the company at the time of the merger. Both sides engaged experts to opine on the fair value of the company and each produced reports, which varied widely in terms of the ultimate conclusions of fair value and also the method of valuation that the appraiser thought was appropriate based on the facts unique to the company.
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