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

Background:

Streck, Inc., a closely held Nebraska S‑corporation founded by Dr. Wayne L. Ryan, was majority‑owned by trusts controlled by the Ryan family; Connie Ryan acquired voting control in 2013 and became CEO.
Connie led a sale process called “Project Blizzard” in 2014; several rounds produced LOIs well below some industry valuations and excluded at least one high early bidder (GTCR); the process was criticized as flawed.
The Wayne L. Ryan Revocable Trust (RRT) sued Connie and Streck alleging shareholder oppression and breach of fiduciary duty and sought dissolution; Streck formed an SLC and elected to purchase the RRT’s shares under Neb. Rev. Stat. § 21‑20,166.
The election triggered a court valuation proceeding; a 9‑day bench trial heard competing expert valuations: RRT’s expert (Reilly) placed fair value of the RRT’s 52.275% at $467 million; Streck’s expert (Risius) placed it at $304 million.
The district court adopted the RRT’s proposed findings, credited Reilly and investment banker Riddle (who critiqued Project Blizzard), rejected Risius as biased/downwardly skewed, fixed fair value for the RRT’s shares and awarded substantial prejudgment interest running from Streck’s January 19, 2015 election.
The court ordered Streck to pay the fair‑value portion in lump sum within 10 days; Streck appealed challenging adoption of findings, valuation, prejudgment interest award, and refusal to allow installment payments.

Issues:

Issue	RRT’s Argument	Streck’s Argument	Held
Whether the court erred by adopting RRT’s posttrial proposed findings verbatim	Adoption is permissible when the submission is supported by evidence; judge still exercised independent judgment	Adoption shows lack of independent fact‑finding and risks errors	Affirmed: adoption allowed where findings are supported and court analyzed evidence; errors were harmless/no prejudice
Correct fair‑value of RRT’s shares as of Oct. 29, 2014	Reilly’s DCF/GPTC/GMA analyses and Riddle’s sales‑process critique support $467M for RRT’s interest	Risius’s lower projections, LOIs from Project Blizzard, and alleged calculation errors show lower value (~$304M)	Affirmed: court credited Reilly and Riddle, found Risius unreliable and Project Blizzard LOIs were depressed by flawed process; valuation reasonable
Entitlement to prejudgment interest and applicable procedures/date/rate	§21‑20,166(5)(a) authorizes discretionary interest on fair value absent bad‑faith refusal; interest from Streck’s election date is proper	Prejudgment interest governed by §45‑103.02 procedural prerequisites for unliquidated claims; RRT failed to meet them	Affirmed: §21‑20,166(5)(a) independently authorizes interest; §45‑103.02 inapplicable; no evidence RRT acted in bad faith; interest awarded from Jan. 19, 2015 at statutory rate
Whether Streck could pay in installments	RRT urged lump sum; statute permits court discretion to order installments when equitable	Streck claimed inability to pay within 10 days and requested installments	Affirmed: trial court found Streck’s evidence not credible and exercised discretion to require lump sum; no abuse of discretion

Key Cases Cited

Rigel Corp. v. Cutchall, 245 Neb. 118, 511 N.W.2d 519 (Neb. 1994) (defines fair‑value inquiry in shareholder‑dissolution context)
Dell v. Magnetar Global Master Fund, 177 A.3d 1 (Del. 2017) (appraisal weight to transaction price and when sale price may be unreliable)
AVG Partners I v. Genesis Health Clubs, 307 Neb. 47, 948 N.W.2d 212 (Neb. 2020) (standards for prejudgment interest review)
Uptime Corp. v. Colorado Research Corp., 161 Colo. 87, 420 P.2d 232 (Colo. 1966) (treatment of trial court adoption of prevailing party’s proposed findings)
Golden Telecom, Inc. v. Global GT LP, 11 A.3d 214 (Del. 2010) (trial court may adopt one expert’s valuation approach when supported by credible evidence)
Anderson v. A & R Ag Spraying & Trucking, 306 Neb. 484, 946 N.W.2d 435 (Neb. 2020) (appellate standards for equitable valuation review)