Publications

Part 3 – The thread running through all three articles in this series is the same: fairness is not one thing. It is a valuation methodology question, a definitional question about what an opinion actually says, and, in this article, a selection and process question about who gets to decide and how.

Part 2 – A valuation and a fairness opinion answer different questions, even when the same advisor produces both, as I did for Athlon. A valuation answers, “what is this worth?” A fairness opinion answers a narrower question: is the consideration being offered fair, from a financial point of view, to the shareholders receiving it? That second question is the subject of this article, and the distinction between it and “what is this worth” is more consequential than most directors, and more than a few advisors, appreciate.

Part 1 – As a guest lecture at the University of Tennessee’s Winston College of Law, I revisited a little-known 2018 Tennessee Supreme Court case (Athlon Sports Communications, Inc. v. Duggan) about the fair value of a college football magazine publisher. Revisiting the case eight years later—after having served as both the valuation expert and testifying witness through trial, appeal, and Supreme Court review—reminded me how much Athlon changed, and how much it deliberately left unresolved.

This year alone gave us a socialist primary wave inside the Democratic Party, a Senate nominee in Maine who won his primary and then had to quit weeks later, a House member the Republican majority initially voted to protect from expulsion despite a federal ethics finding, and a sitting senator publicly asking his own party to remove his former son in law from Congress. None of that is coincidence. All of it traces back to the same missing step.

Reforms opened presidential delegate selection and curbed the power of party insiders. But in a familiar “no good deed goes unpunished” result, the reforms removed the gate without replacing its legitimate function: ensuring that someone seeking to use a party’s name and ballot line has been meaningfully vetted before voters are asked to choose. The result is a system in which warning signs are too often addressed only after a nomination is secured—by opposition researchers, reporters, ethics committees, or public scandal.

American political parties increasingly reward candidates who deliver reliable votes, partisan conflict, and turnout rather than independent judgment, competence, or truthfulness. This essay considers how primary-election incentives, coalition management, voter fear, and media dynamics sustain that outcome—and what centrist voters can demand in response.