Delaware Corporate and Commercial Litigation Blog : Delaware Litigation Lawyer & Attorney : Francis G. X. Pileggi : Corporate, Business, Commercial, Delaware Chancery Court

Prof. J.W. Verret, a rising star in the academic world of corporate law, and a former law clerk for the Delaware Court of Chancery, provides a list here of the corporate law blogs that he reads, and we are honored indeed to be counted among the luminaries that the good professor describes as part of his daily reading.

Professor Stephen Bainbridge supports and supplements the list here.

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The Conglomerate blog has an ongoing series of posts on the new SEC proxy access rules, with links to commentary by giants in the field of corporate law. A few samples are here and here.

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Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Aug. 20, 2010), read opinion here. See summary of prior Chancery decision in this matter here.

Issue Addressed
The issue addressed in this case is whether the prerequisites for class certification were satisfied in connection with a claim alleging inadequate disclosure of a corporate action approved by written consent of less than all the shareholders pursuant to DGCL Section 228.

Court’s Holding
Because no shareholder approval was sought through the challenged disclosure, Delaware requires that reliance and causation be alleged and proven. The Court ruled that: “ . . . the highly individualized nature of these elements demonstrates that the potential class members do not share common claims” and, therefore, the requirements of Court of Chancery Rule 23 were not fully satisfied. This opinion clarifies and confirms Delaware law on the duty of disclosure absent shareholder action.

Background
A recapitalization plan by which certain defendants converted their preferred debt into preferred stock resulted in a dilution of the minority shareholders, and an increase in the equity holdings of the defendants from 56% to 80% of the stock of a company called Nine Systems Corporation, which is now a privately-held Delaware corporation formerly known as Streaming Media Corporation. The interested directors approved the recapitalization and then the plan was subsequently approved by written consents pursuant to Section 228 of the DGCL. Consistent with the statutory requirement for shareholder action by written consent, the company then sent a notice to the minority shareholders who did not participate in the written consent. That notice disclosed that an exchange of subordinated debt for preferred shares had occurred, along with a 1-for-20 reverse stock split. The notice did not disclose the identity of the debt holders or their connections to the board members, nor the price at which the debt was exchanged. See prior decision in this case linked above for more complete background details. There was substantial prior litigation involving this matter that was filed both in California and in New York that ended prior to the instant litigation.

Class Certification Requirements
Court of Chancery Rule 23(a) has four basic prerequisites for obtaining class certification: (1) The class is so numerous that joinder of all members is impracticable; (2) There are questions of law or fact common to the class; (3) The claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) The representative parties will fairly and adequately protect the interests of the class.

Numerosity
The Court discussed cases in which as few as 23 class members were deemed sufficiently numerous to satisfy the numerosity requirement although other Chancery cases have indicated that classes of fewer than 25 members are generally not permitted absent special circumstances in favor of certifying the class. See cases cited at footnotes 19 and 20.

Commonality
This is the element that the plaintiffs failed to satisfy, due to the individualized nature of a claim for breach of the duty of disclosure absent shareholder action.

Delaware Law on Disclosure Duty Absent Shareholder Action
This decision is noteworthy for its discussion of Delaware law in connection with the elements of a claim for the breach of the duty of disclosure when no shareholder action is requested. Specifically, in order to prevail on a claim for breach of a duty to disclose absent a request for shareholder action, Delaware law requires “individualized proof of certain elements, including reliance, loss causation, and damages . . ..” See cases cited at footnotes 25 and 30. The Court discussed the Delaware Supreme Court decision of Malone v. Brincat, 722 A.2d 5 (Del. 1988). This Delaware Supreme Court decision confirmed that directors must be candid in their communication with stockholders “even in the absence of a request for shareholder action.” Id. at 14. The Court in Malone emphasized that the fiduciary duty of candor “does not operate intermittently but is the constant compass by which all director actions for the corporation and interactions with its shareholders must be guided.” Id. at 10. Nevertheless, the  Malone Court added that: “an action for a breach of fiduciary duty arising out of disclosure violations in connection with a stockholder action does not include the elements of reliance, causation and actual quantifiable money damages. Instead, such actions require the challenged disclosure to have a connection to the request for shareholder action.” Id. at 12. (emphasis added.)

Courts and commentators have interpreted this language to mean that in disclosure suits not involving a request for shareholder action, each plaintiff must make an individualized showing of reliance, causation, and damages.” See cases cited at footnote 30.

The Court  in the instant opinion observed that prior Delaware cases have interpreted Malone as preventing class certification in a common law fraud claim. See footnote 30. Moreover, the related case of Gaffin v. Teledyne, Inc., 611 A.2d 467, 474 (Del. 1992) has been commonly cited for its refusal to adopt the “fraud-on-the-market” presumption of reliance. See footnote 32.

Although the Court reads both Malone and Gaffin as theoretically leaving open the possibility of certifying a class for disclosure claims that do not involve shareholder action, those claims require individual proof of reliance, causation and damages. See footnote 34 for article cited therein. See also footnote 36 (noting that Section 228 notices do not involve a request for shareholder action, but merely function to inform shareholders after an action has taken place).

In sum, regarding the commonality requirement under Rule 23, the Court reasoned that because the elements of reliance, causation, and damages will need to be individually established, it cannot be said that relevant questions of law or fact are commonly shared by the preferred class.

Typicality
Regarding the typicality requirement, which requires that the legal and factual position of the class representative must not to be markedly different from that of the members of the class, the Court in this case determined that this element was not satisfied by one of the proposed representatives.

Adequacy
Rule 23(a)(4) requires that the class representatives be capable of fairly and adequately protecting the interests of the class. Although this prong normally focuses on whether the plaintiffs have any serious conflicts of interest with other class members and whether they are represented by qualified and experienced counsel, and these factors appear to be met here, because the Court did not certify the class, it did not need to address the issue of whether the firm that sought to be lead counsel was the appropriate firm. The Court noted that it was not dissuaded from its conclusion on this particular element by the lack of specific information that the plaintiffs demonstrated at their deposition because it is sufficient for a named plaintiff to “demonstrate a knowledge of the underlying facts” or a “keen interest in the progress of the litigation,” even if they rely on their attorneys for the prosecution of the matter.

Rule 23(b)
The Court also described the “second step” for class certification pursuant to Rule 23(b) which provides that an action may be maintained as a class action where the prerequisites of paragraph (a) are satisfied. The Court considered both Rule 23(b)(1)(A) and Rule 23(b)(3) and determined that the class could not be certified under either subsection.

Conclusion
The Court concluded that even though most of the requirements under Rule 23 may have been met, based on the interpretation of Malone as imposing individual requirements for establishing a disclosure claim absent the request for shareholder action, the Court refused to certify the class, and therefore, the application to designate a particular firm as class counsel was moot.
 

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In re Dollar Thrifty Shareholder Litigation, C.A. Cons. No. 5458. This is the pending case in the Delaware Court of Chancery in which Dollar Thrifty investors are trying to stop a vote on an offer by Hertz based on the argument that more attention should be given to a competing offer by Avis, and such terms as a termination fee are preventing a fair consideration of the Avis offer.

Courtesy of Courtroomview.com, a video/audio clip of the hearing today on the motion for preliminary injunction is available here. A Bloomberg article with more details is available here.

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Lola Cars International Ltd. v. Krohn Racing, LLC, C.A. Nos. 4479 and 4886-VCN (Aug. 2, 2010), read opinion here. See summaries of prior Chancery decisions in this case here and here.

Short Overview
This is a post-trial decision which, as the Court described it, “deals with a business relationship gone awry.” The parties asserted claims for breach of contract and breach of fiduciary duty, with one member seeking control over the company or in the alternative, dissolution. The Court found that neither the breach of contract nor the fiduciary duty claims were proven at trial and because the members agreed on a contractual mechanism through which an unhappy party may exit the company, the Court denied a request for dissolution.

This 82-page decision with 278 footnotes is one that could be the subject of substantial coverage, but for purposes of this short blog post I will highlight several key parts of the ruling only. For more background factual description, refer to the two prior Chancery decisions in this matter that were highlighted on this blog at the above links.

Highlights
The Court observed the established Delaware law that a manager of a limited liability company owes the entity and its members the traditional fiduciary duties of care and loyalty unless those duties are contractually eliminated by agreement among the members. See footnote 84 (citing Kelly v. Blum and Bay Center Apartments Owner LLC v. Emery Bay PKI, LLC) (both decisions have been summarized on this blog).

The Court made it clear that in order to prove a violation of the duty of care the claimant must show that gross negligence was committed, which has been defined as “reckless indifference” or conduct beyond the “bounds of reason.” See footnotes 86 and 87. The Court acknowledged that fee shifting for bad faith litigation practice is rare in the Court of Chancery which generally follows the American Rule. See footnotes 250 and 252. In response to arguments that one party knowingly advanced frivolous claims and defenses and engaged in a pervasive pattern of needlessly antagonist litigation behavior, the Court concluded that although Lola “could have raised fewer procedural hurdles, . . . such is litigation,” and therefore the request for fee shifting was denied.

Judicial Dissolution
Beginning on page 74 of the decision, an important discussion of Section 18-802 of the Delaware LLC Act addressed the application by one member for dissolution based on the argument that it “is not reasonably practicable to carry on the business in conformity with a Limited Liability Company Agreement.” See cases and commentary cited at footnotes 254 through 262.
The Court observed that regarding the prerequisites for dissolution under Section 18-802, it

“is a high standard. And, as the statute makes clear, even if the standard of ‘not reasonably practicable’ is met, the decision to enter a decree of dissolution nonetheless rests with the discretion of the Court. The Court’s discretion has been guided by, among other considerations: (1) Whether there is a deadlock between the members at the board level; (2) Whether the Operating Agreement gives a means of navigating around the deadlock; and (3) Whether, due to the company’s financial position, there is still a business to operate. Of course, ‘these factual circumstances are not individually dispositive; nor must they all exist for a Court to find it no longer reasonably practicable for a business to continue operating’.”

The Court found that there was no deadlock between the members “as that word is commonly used” and although the board was split evenly, the agreement of the parties provided for management of the daily affairs to be vested in one person who cannot be removed unilaterally.
Importantly, the Court found that the Operating Agreement between the parties contains a means by which members may work around their difficulties including in the event of a deadlock. Although the procedure may not provide for a precise or an ideal remedy, or make the parties happy, it provides a path for the disgruntled party to exit the business if he so chooses.

The Court concluded by emphasizing that “a party to a Limited Liability Company Agreement may not seek judicial dissolution simply as a means of freeing itself from what it considers a bad deal.” See footnote 275 through 278. The Court reasoned that “endorsing such a rule would allow for one party - - unfairly - - to defeat the reasonable expectations of its counterparty.”

An important fact in this case is that the agreement between the parties allowed for disentanglement, and it is not for the Court to terminate or rewrite an Operating Agreement because the disentanglement provisions may not be ideal for one party. In the end, the Court denied the request for dissolution and it directed the parties to the procedures in the agreement for extricating themselves from their predicament.

Bonus Supplement:  Professor Larry Ribstein, the nation's foremost expert on LLCs, has provided scholarly insights on this decision here.
 

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Aveta Inc. v. Bengoa, C.A. No. 3598-VCL (Del. Ch. August 13, 2010), read opinion here. Prior Chancery decisions in this matter were summarized on this blog here.

Brief Overview
This opinion of the Court of Chancery addresses the reasonableness of fees that were previously awarded for contempt of court and in connection with a motion to enforce a prior order of the court.

The amount of fees sought in connection with that award was over $700,000. Bengoa refused to pay that amount. Aveta moved to enforce the award. The Court largely rejected the objections and awarded the lion’s share of the fees of slightly more than $700,000 except for a few items that the Court sought clarification on.

[As an aside, I have observed the "common denominator" of $700,000 as the amount of fees awarded as a penalty by the Court of Chancery in three relatively recent cases, for either bad faith litigation tactics or failure to follow a court order (this case); or failure to fulfill discovery obligations. See, e.g.,  TR Investors, LLC, et al. v. Genger, C.A. No. 3994-VCS, 2009 WL 4696062 (Del. Ch., Dec. 9, 2009)(Penalty of $750,000 in fees imposed for discovery violations. Opinion summarized here); and Minna v. Energy Coal, S.p.A., et al., No. 267, 2009, (Del. Supr., Nov. 16, 2009)(Supreme Court upheld Chancery's imposition of $700,000 in fees as a penalty for discovery violations. See here for summary on this blog and link to actual opinion.)

Legal Analysis
In this case, Chancery rejected for all practical purposes each of the substantive and procedural objections to the request of over $700,000 in fees. For example, the Court rejected any arguments based on Court of Chancery Rule 88 regarding the “tempest over the title” given to the motion to enforce the fee award. In addition, the Court rejected the argument that the payment obligation was not triggered until there was a final adjudication of a specific amount. To support this position the Court cited to Kurz v. Holbrook, 2010 WL 3028003 (Del. Ch. July 29, 2010). See blog summary of the Kurz decision here. Namely, when the Court awards fees in this context, the duty to pay is triggered upon the order being issued, even if the specific amount of fees has not yet been quantified. Put another way, it is no defense to payment that the Court has not yet passed on the specific amount of fees (in the event that the amount is contested.) Regarding the amount of fees requested, the Court  in this matter regarded them as reasonable in connection with the litigation involved except for a few minor entries for which the Court sought clarification.

Notably, the Court made a distinction between fees awarded as a penalty, and fees that are based on a contractual fee-shifting provision between the parties. See, e.g., Mahani v. EDIX Media Group, Inc., 935 A.2d 242, 245 (Del. 2007) (Delaware Supreme Court assessed the reasonableness of fees based on a contractual fee-shifting provision in light of the Delaware Lawyers’ Rule of Professional Conduct 1.5. See highlights of Mahani decision on this blog here.)

This latest opinion in Aveta, Inc. v. Bengoa compared the factors in Rule 1.5  with the more frequently used Sugarland factors most often used in connection with a common fund or corporate benefit created in corporate litigation, as “virtually identical”. See Sugarland Industries Inc. v. Thomas, 420 A.2d 140 (Del. 1980). Although the court noted the “powerful family resemblance” between the two lists of factors, the court did not find a hereditary link.

Fees Awarded by Court v. Fees Based on Contract Provision
After discussing the different historical underpinning of the Sugarland factors and Rule 1.5(a) factors, the Court was not able to discern any reason to distinguish materially between them. Rather, the Court focused on the Sugarland factors as emphasizing the results obtained when a plaintiff seeks a fee for conferring a corporate benefit or creating a common fund. See Sugarland, 420 A.2d at 149.

By contrast, the Court reasoned that when a party seeks to recover under a contractual fee-shifting provision, the results are secondary. See Mahani, 935 A.2d at 248. Absent any qualifying language that fees are to be awarded claim-by-claim or on some other partial basis, contractual provisions entitling the prevailing party to fees will usually be applied in an all-or-nothing manner. See West Willow-Bay Court, LLC v. Robino-Bay Court Plaza LLC, 2009 WL 458779 at *8 (Del. Ch. Feb. 23, 2009).

However, when--as in this latest Aveta opinion, the Court awards fees and expenses as a penalty for contempt or bad faith litigation tactics, the Court of Chancery takes into account the remedial nature of the award and focuses on the goal to make whole the party who was injured by  (what the Court describes as) the “contumely”. The remedial nature of the award puts primary emphasis on reimbursing the injured party, with results achieved being of a secondary importance.

Moreover, determining reasonableness does not require a reviewing court to examine individually each time entry and disbursement. See cases cited at footnote 1.

The Court concluded that “aggregate fees of approximately $700,000 are within the range of what a party reasonably could incur over the course of ten months pursuing an adversary engaged in a mix of open defiance, evasion and obstruction”. See Aveta Inc. v. Bengoa, 986 A.2d at 1178.

Further indication of the reasonableness is the reality that when Aveta filed its motion to enforce and paid the expenses it now seeks to recover, it did not know that it would be able to shift those expenses to Bengoa. The Court also rejected objections regarding the number of lawyers and the fees incurred by multiple lawyers, which the Court itemized in the following reasoning:

1. The hourly rates charged by attorneys [in this case] are consistent with market rates for attorneys at "reputable and sophisticated firms."  (Some of those hourly rates charged were as high as $885 per hour.)
2. The Court emphasized its disagreement with the argument that it was inefficient to use Delaware lawyers in addition to the forwarding firms even when they appeared to be performing the same work. The Court emphasized that it is necessary and often more efficient for Delaware lawyers to be intimately involved in all aspects of a case--which also is a fulfillment of their obligations to the Court. (citing State Line Ventures LLC v. RBS Citizens, N.A., 2009 WL 4723372 (Del. Ch. Dec. 2, 2009)).
3. The Court also rejected the objection that it was excessive for six attorneys to bill over $67,000 to prepare a motion for temporary restraining order, nor did the Court find excessive a bill for over $76,000 for eight attorneys briefing the Order to Show Cause.
4. The Court also found reasonable the fees incurred to create litigation budgets.

Conclusion
Apart from the few minor items for which the Court sought clarification from the parties, one possible lesson from this opinion is that when contesting the reasonableness of fees that are awarded as a penalty imposed by the Court for what the Court views as some infraction by a party committed in the course of the litigation, it will be a difficult task to convince the Court that the amount sought is excessive.
 

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In Central Mortgage Company v. Morgan Stanley Mortgage Capital Holdings LLC, C.A. No. 5140-VCS, (Del. Ch. Aug. 19, 2010), read opinion here, the Court granted defendant’s Rule 12(b)(6) motion to dismiss a complaint, under New York law, concerning mortgage failures and underperforming loans arising out of the ongoing financial crisis. This summary was prepared by Kevin F. Brady of Connolly Bove Lodge & Hutz LLP.

Defendant Morgan Stanley is in the business of purchasing loans from originators, pooling the loans and selling the pool to investors either as securitized transactions or in bulk. Central Mortgage Company (“CMC”) is a servicer of residential mortgage loans which means that CMC sends bills to and collects payments from the mortgagor and remits those payments to the mortgagee. In March 2005, Morgan Stanley offered for sale approximately $1 billion in mortgage servicing rights for mortgages it later planned to sell to Fannie Mae and Freddie Mac (the “Agencies”).

Morgan Stanley and CMC entered into an agreement to service the pools of mortgage loans that Morgan Stanley had sold or would sell in the future to the Agencies and private investors (the “master agreement.”). However, when the mortgages became delinquent, the Agencies demanded that CMC repurchase the underperforming loans. CMC in turn requested that Morgan Stanley take responsibility for the mortgages which it did initially by repurchasing or repaying CMC for approximately 50 of those delinquent loans. Thereafter, Morgan Stanley refused to repurchase or pay CMC for any more mortgages. CMC filed suit asserting claims for breach of contract, repudiation, breach of an implied covenant of good faith and fair dealing, rescission, mistake, unjust enrichment, breach of an implied duty to indemnify, negligent misrepresentation, and promissory estoppel.

In Count I, CMC alleged that Morgan Stanley breached the master agreement by selling CMC servicing rights for loans that did not comply with Agency guidelines. In Count II, CMC alleged that Morgan Stanley breached certain representations and warranties in the master agreement. Morgan Stanley argued that CMC had failed to comply with the provision in the master agreement which outlined the steps that must be followed to remedy a party’s breach of contract, by giving the prompt written notice of the breach and an opportunity to cure. The Court agreed with Morgan Stanley finding that “CMC never gave Morgan Stanley an express indication explaining what provisions of the master agreement were breached before CMC filed its complaint.” The Court did note, however, that “[g]iven the allegations in the complaint, it is possible that CMC has viable breach of contract claims, and perhaps even claims that could lead to the rescission of the [m]aster [a]greement. But, in order to pursue those claims, CMC must first follow the remedy set forth in the master agreement.” As a result, the Court dismissed Counts I and II of the complaint without prejudice to allow CMC to provide proper notice and replead those claims if it chose to do so “once the contractual remedy process has been pursued in good faith.”

In Count III, CMC claimed that Morgan Stanley repudiated the master agreement by, among other things, declining to make additional repurchases or reimbursements of the Agency loans. The Court noted that under New York law, a party claiming repudiation has the burden of showing an unequivocal manifestation of the other party’s intention not to perform the entire contract. Because CMC alleged that Morgan Stanley refused to repurchase only some but not all of the loans that were returned by the Agencies, the Court dismissed Count III.

CMC also argued that Morgan Stanley had breached an implied covenant of good faith and fair dealing (Count IV), that Morgan Stanley had an implied duty to indemnify CMC (Count V), and that Morgan Stanley would be unjustly enriched (Count X) if it was not required to repurchase the underperforming loans from the Agencies. The Court disagreed, finding that all of these “implied” claims failed because there was an enforceable agreement that governed the relationship between the parties on these issues.

CMC brought a claim for negligent misrepresentation (Count VII) alleging that Morgan Stanley breached its duty to make accurate representations about the loans for which CMC purchased servicing rights. However, as the Court stated, under New York law, there can be no action for negligent misrepresentation without a “special relationship of trust and confidence” between the parties. Because the Court found that CMC had alleged no facts supporting an inference that there was a special relationship of trust and confidence between the parties beyond their business relationship, CMC’s negligent misrepresentation claim was dismissed with prejudice.

In Count VI, CMC sought to rescind the parties’ agreements arguing that it mistakenly believed that the master agreement and individual transfer agreements concerned only valuable, Agency guideline compliant loans, and that it paid a premium for Agency-compliant loans based on that belief. The Court disagreed stating that under New York law, a contract may generally be rescinded for unilateral mistake where the mistake is “coupled with some fraud” and no fraud was alleged. In addition, CMC only complained about 140 loans out of the thousands of loans to which it purchased the Servicing Rights.

Finally, in Count VIII, CMC alleged that Morgan Stanley was estopped from denying the enforceability of an oral promise it made and, in Count IX, CMC argued that it relied on Morgan Stanley’s oral representation that the loans sold to the Agencies complied with the Agency guidelines, so Morgan Stanley is estopped from denying the enforceability of that promise. The Court found that the master agreement contained an enforceable integration clause that precluded oral modifications to the contract. As a result, the Court dismissed Counts VIII and IX with prejudice.

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On August 13, 2010, the Court of Chancery issued a 76-page post-trial decision in Vianix Delaware LLC v. Nuance Communications, Inc., C. A. No. 3801-VCP (Del. Ch. Aug. 13, 2010), read opinion here, addressing the amount of royalties owed to Vianix under a 2003 technology licensing agreement (“TLA”). This decision is another excellent example of the breadth of complex business problems addressed by the Court of Chancery. The Court’s opinion, decided under the laws of Connecticut and Virginia, provides a detailed discussion and analysis of the proof needed with respect to the royalties under the TLA. Given the breadth and depth of the factual analysis in this decision, a short post is neither possible nor helpful. As a result, a brief summary of the facts and the Court’s finding is set forth below. Anyone interested in this topic should review the full decision of the Court.

Notably, one of the major obstacles that confronted the Court in its analysis had to do with the TLA being “remarkable for its poor drafting.” According to the Court, “[t]o say the TLA is poorly drafted is an understatement. The Agreement is replete with ambiguous and inconsistent provisions, typos, and disjointed, incomplete paragraphs.”

Under the TLA, Vianix agreed to license its audio compression software to Nuance for use in Nuance’s line of dictation and speech recognition products and Nuance agreed to pay Vianix royalties whenever it licensed a product containing that software. Vianix eventually became concerned because Nuance was consistently late with its payment of royalties. In addition, there were discrepancies between the sales growth Nuance announced in press releases and the royalties it was paying under the TLA. Vianix hired an auditor to conduct a royalty audit. As a result of the audit, Vianix sent an invoice to Nuance for $12.6 million for outstanding royalties. Nuance refused to pay the invoice or any substantial portion of it so Vianix filed suit.

At trial, the majority of the disputes concerned the interpretation of the TLA and whether certain products Nuance licensed were subject to a royalty-payment. One of the problems with the case was that Nuance did not track certain types of data that Vianix claimed were required to calculate royalties. In the end, the Court found that Nuance owed Vianix royalties for certain products and that “the amount of that royalty varies with the number of authorized End Users licensed by Nuance in each calendar year, but Nuance did not keep track of that data because it counted licenses, not End Users, and some of those licenses were concurrent licenses; therefore, a 5x multiplier must be applied to the number of concurrent user licenses Nuance sold to approximate the true number of End Users licensed.” While the Court determined that interest should be applied to all amounts Nuance owed Vianix at a rate of 1.5 percent per month compounded quarterly, it did not determine a fixed dollar amount of damages because of the missing proof. The Court did order Vianix to “populate the Damages Spreadsheet created by its expert Ellis in accordance with the rulings made in this Opinion.”

This summary was provided by Kevin F. Brady of Connolly Bove Lodge & Hutz LLP.

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Shannon Pratt has written several treatises on valuation of businesses. His scholarship has been cited by many courts, including the Delaware Court of Chancery. The newest edition of his "Lawyer's Business Valuation Handbook" is now available via Amazon.com here. Dr. Pratt asked  me to write a Foreword to the newest edition of this reference book. A copy of my Foreword is here.

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