Wayne L. Ryan Revocable Trust v. Ryan, 308 Neb. 851

Streck, a closely held S-corporation in diagnostics, underwent a managed sale process called "Project Blizzard" led by majority-voting daughter/CEO Connie Ryan; several high LOIs emerged but the board discontinued the sale and Connie rejected later offers including GTCR.
The Wayne L. Ryan Revocable Trust (RRT), holding a 52.275% economic interest, sued Connie and Streck alleging shareholder oppression and breach of fiduciary duty; Streck elected to purchase the RRT’s shares under Neb. Rev. Stat. § 21-20,166, triggering a court valuation proceeding.
A 9-day bench trial featured competing valuation experts: RRT’s Robert Reilly (opined fair value for RRT interest = $467M) and Streck’s Jeffrey Risius (opined lower value ≈ $304M); RRT’s investment banker John Riddle criticized the sales process as flawed.
The district court adopted RRT’s proposed findings, credited Reilly and Riddle, rejected Risius as biased/downward, fixed fair value of the RRT shares at $467M, awarded prejudgment interest (~$256M at 12% from Jan 19, 2015), and ordered Streck to pay the fair-value portion within 10 days.
Streck appealed, arguing the court improperly adopted proposed findings, erred in valuation, wrongly awarded prejudgment interest, and abused discretion by denying installment payments; the Nebraska Supreme Court affirmed.

Issue	Plaintiff's Argument (RRT)	Defendant's Argument (Streck)	Held
1) Adoption of proposed findings	Adoption permissible where one party’s findings are supported; court exercised independent judgment	Court abdicated factfinding by adopting RRT’s proposed findings verbatim	No error—trial court’s adoption was supported by record and any minor mistakes were harmless
2) Fair-value determination	Reilly’s DCF/GPTC/GMA analyses and Riddle’s critique of Project Blizzard credible; LOIs unreliable due to flawed process	Court should have given greater weight to LOIs and Risius’ lower analyses; Reilly misstated or double-counted items	Valuation affirmed—trial court reasonably credited Reilly/Riddle, gave limited weight to LOIs, and had acceptable factual/principled basis
3) Prejudgment interest	Statute §21-20,166(5)(a) authorizes discretionary interest; no bad-faith rejection by RRT	Prejudgment interest barred by §45-103.02 procedural limits and claim was unliquidated; RRT failed settlement prerequisites	Award affirmed—§21-20,166(5)(a) governs, is discretionary and independent of §45-103.02; no evidence RRT refused a realistic offer in bad faith
4) Payment terms (installments)	Lump-sum payment appropriate given SLC assurances and trial court credibility findings	Court abused discretion by refusing installments given size and liquidity concerns	No abuse of discretion—court credited Streck’s prior assurances and found Streck’s affidavit not credible; lump-sum order upheld

Rigel Corp. v. Cutchall, 245 Neb. 118, 511 N.W.2d 519 (Neb. 1994) (fair value should measure what shareholder lost; discounts for lack of control/marketability not applied in this context)
Dell v. Magnetar Global Master Fund, 177 A.3d 1 (Del. 2017) (appraisal weight of deal price and use of DCF when market indications are unreliable)
Anderson v. A & R Ag Spraying & Trucking, 306 Neb. 484, 946 N.W.2d 435 (Neb. 2020) (standards for valuation and appellate de novo review with deference to trial credibility findings)
AVG Partners I v. Genesis Health Clubs, 307 Neb. 47, 948 N.W.2d 212 (Neb. 2020) (review of prejudgment interest is de novo)
Uptime Corp. v. Colorado Research Corp., 161 Colo. 87, 420 P.2d 232 (Colo. 1966) (trial court may adopt prevailing party’s proposed findings; correctness becomes judge’s responsibility)
Golden Telecom, Inc. v. Global GT LP, 11 A.3d 214 (Del. Ch. 2010) (trial court may adopt one expert’s valuation model if supported and critically analyzed on the record)