Carl E. Kaplan
(retired partner at Fulbright & Jaworski L.L.P.), offices throughout the world) has written a recent article titled Valuation Committees in Venture Capital Limited Partnerships - A Thing of the Past?
Key portions observe:
For over 25 years, Valuation Committees have played a key part in the evaluation of portfolios in the typical venture capital limited partnership; indeed in many partnerships it values the individual portfolio companies. The recent adoption of FAS 157 mandates valuation methodologies and valuation standards which differ, and in some cases, conflict with existing practice. The tasks now required to value each portfolio company will be beyond the practical ability of a Committee to perform. Without the correct process, a GAAP accounting opinion will not be obtained. Valuation "mistakes" could conceivably also give rise to Committee liability. This article argues that the Valuation Committee be abolished.
All involved would agree that the valuation obligations under FAS 157 will be difficult to perform. It would be anticipated that all would agree that the present committee set up is not conducive to conducting the work necessary. It is also true that while liability to other limited partners or to third parties for mistaken or flawed monthly valuations may be theoretical, the valuation committee runs risks now that didn't exist prior to FAS 157. The reporting "buck" should stop at the general partner. Valuation Committees served a useful function as a "brake" on the general partner, in the new world it serves no function.
The complete article can be downloaded here.
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