Judicial appraisal needs reform per new paper
A recent paper addresses the problem of the “wide discretion” judges have in fashioning appraisal awards to dissenting shareholders based on opinions of valuation experts that are miles apart.
Determining the FMV of Privately Held Promissory Notes
Privately held promissory notes need to be valued for gift/estate, tax, and related-party transactions. These appraisals must objectively consider the same risk and reward relationship that we use when valuing an operating company. However, the data sources that have historically been used are problematic. For example, corporate bonds from publicly traded companies are not typically comparable because publicly traded companies are large, diversified, and represent lower risk. This webinar will present a better source of ...
The Walsh v. Preston ESOP Case—Is It a Victory or an Escape?
Commentary from BVR’s legal editor on an important ESOP valuation case.
BV News and Trends February 2023
A monthly roundup of key developments of interest to business valuation experts.
Tax Court (Grudgingly) Allows Tax Affecting Under the SEAM Method
This was a gift tax valuation case the U.S. Tax Court decided. Gifts of minority interests in The Biltmore Co. were made from the its shareholders, the Cecils, to their children and grandchildren. The IRS audited the gift tax returns and assessed deficiencies for reporting too low fair market values of the gifts of The Biltmore Co. stock. Both sides presented experts to value the gifted interests. The experts agreed that the cash flows should be tax affected. The court accepted the tax affecting while allowing that it was not an admission by the Tax Court that tax affecting should apply in all cases. The Tax Court made changes to the values presented and cobbled together a final value that resulted in refunds to the taxpayers/petitioners.
Estate of Cecil v. Comm’r
This was a gift tax valuation case the U.S. Tax Court decided. Gifts of minority interests in The Biltmore Co. were made from the its shareholders, the Cecils, to their children and grandchildren. The IRS audited the gift tax returns and assessed deficiencies for reporting too low fair market values of the gifts of The Biltmore Co. stock. Both sides presented experts to value the gifted interests. The experts agreed that the cash flows should be tax affected. The court accepted the tax affecting while allowing that it was not an admission by the Tax Court that tax affecting should apply in all cases. The Tax Court made changes to the values presented and cobbled together a final value that resulted in refunds to the taxpayers/petitioners.
Valuing Real Estate Centered Entities in 2023
A review of the problems business appraisers and analysts see in companies holding substantial amounts of real estate, often necessary to run the business and produce cash flow. Discussion will focus on understanding and incorporating real property appraisal conclusions including an intangible asset and how to test those findings with business valuation evidence ...
A fifth exposure draft of USPAP is in the works
Based on feedback to the fourth exposure draft of USPAP, a fifth exposure draft will be issued, according to a statement from The Appraisal Foundation (TAF).
Wife who foregoes expert can’t complain about the outcome
A marital dissolution case in Illinois is another instance of a party not offering a competing valuation and then appealing the outcome—to no avail.
TAF seeks candidates for its board of trustees
The Appraisal Foundation (TAF) is searching for candidates to serve on its board of trustees.
Most States Reject Discounts in Appraisals and Oppression Cases—But There Are Important Exceptions
This article discusses, on a state-by-state basis, the rejection and acceptance of discounts for minority interest and lack of marketability in appraisals and in oppression and voluntary withdrawal cases. Discounts for lack of marketability at the shareholder level are rejected in most jurisdictions, but some states, including California and New York, still permit them.
Proposed USPAP Changes Focus on Bias
The Fourth Exposure Draft of proposed changes to USPAP is now available for review and comment (click here to access the draft).
Court sets fair value of 50% interest in realty firm
In Connecticut, a real estate firm had a shareholder agreement that allowed for an independent appraisal if one of the owners wanted out.
In re Trapp
The primary issue in this Illinois appeal of a divorce decree dealt with the value of a company owning two buildings. The primary tenant in both buildings was the husband’s electrician business. The trial court accepted the value of the real estate company the husband’s business valuation expert, who was not a real estate appraiser, submitted. The business appraiser valued the two buildings using what the court determined to be “competent evidence.”
Illinois Appeals Court Affirms Trial Court’s Acceptance of Real Estate Value in Absence of Wife’s Submission of a Competing Value
The primary issue in this Illinois appeal of a divorce decree dealt with the value of a company owning two buildings. The primary tenant in both buildings was the husband’s electrician business. The trial court accepted the value of the real estate company the husband’s business valuation expert, who was not a real estate appraiser, submitted. The business appraiser valued the two buildings using what the court determined to be “competent evidence.”
Court uses old transaction to value a dental practice
In a North Carolina divorce case, the wife’s stake in a dental practice was valued based on what she paid for it two years before she and her husband separated in 2015 (the valuation date).
BV News and Trends October 2022
A monthly roundup of key developments of interest to business valuation experts.
Delaware Chancery Court Cites Differences in Cash-Flow Assumptions as Cause for Large Discrepancy in Value
In this appraisal action to determine fair value, petitioner Ramcell Inc. exercised its appraisal rights in asking for a statutory appraisal of the value of its 155 shares of Jackson Cellular Telephone Co. Inc. The respondent, Alltel Corp. (dba Verizon Wireless), had converted the 155 shares at a value of $2,963 per share. “Respondent’s expert opines that Jackson’s per-share value was $5,690.92 at the time of the merger. Petitioner’s expert has offered two appraisal ranges, opining that, at the high end, Jackson’s per-share value was $36,016 on the merger date.” Both parties agreed that the DCF method should be the sole method for determining the value. The Delaware Chancery Court, using that method, determined the fair value of each share at $11,464.57. The court noted that the disparity in the parties’ valuations was due to disagreements as to the inputs to the DCF model and how they should be calculated.
Ramcell, Inc. v. Alltel Corp.
In this appraisal action to determine fair value, petitioner Ramcell Inc. exercised its appraisal rights in asking for a statutory appraisal of the value of its 155 shares of Jackson Cellular Telephone Co. Inc. The respondent, Alltel Corp. (dba Verizon Wireless), had converted the 155 shares at a value of $2,963 per share. “Respondent’s expert opines that Jackson’s per-share value was $5,690.92 at the time of the merger. Petitioner’s expert has offered two appraisal ranges, opining that, at the high end, Jackson’s per-share value was $36,016 on the merger date.” Both parties agreed that the DCF method should be the sole method for determining the value. The Delaware Chancery Court, using that method, determined the fair value of each share at $11,464.57. The court noted that the disparity in the parties’ valuations was due to disagreements as to the inputs to the DCF model and how they should be calculated.
Buccieri v. New Hope Realty, Inc.
This case arose out of a dispute between the surviving family and a trustee of the founders of New Hope Realty Inc. The parties could not agree on the management and operations of New Hope Realty. On July 7, 2020, a dissolution proceeding was commenced. The defendants elected to purchase the plaintiffs’ shares. Subsequently, the parties could not agree as to the fair value of the plaintiffs’ interest. The plaintiffs asked the court to determine the value. The court held hearings including testimony from expert witnesses from both parties and determined the fair value.
Court Determines Fair Value of 50% Interest in Real Estate Company—Parties Could Not Agree on Value
This case arose out of a dispute between the surviving family and a trustee of the founders of New Hope Realty Inc. The parties could not agree on the management and operations of New Hope Realty. On July 7, 2020, a dissolution proceeding was commenced. The defendants elected to purchase the plaintiffs’ shares. Subsequently, the parties could not agree as to the fair value of the plaintiffs’ interest. The plaintiffs asked the court to determine the value. The court held hearings including testimony from expert witnesses from both parties and determined the fair value.
Cryptocurrency under the radar
At the recent AAML/BVR National Divorce Conference, this question was asked: On your client intake forms, do you have any questions about cryptocurrency?
Roundup of Recent and Planned Updates to Valuation Standards and Guidance
A recap for valuation experts, includes updated valuation standards charts, new planned guidance from the AICPA and The Appraisal Foundation, SEC rules, FASB projects, lease accounting, Rule 702, proposed legislation, and more.
Stark Law FMV: Precluded Reliance on Market Data From Business-Related Parties
The precluded reliance doctrine has been explicitly affirmed in the new Stark regulations, requiring the industry to pay critical attention to this doctrine in establishing FMV for Stark compliance purposes.
Healthcare compensation and productivity data workshop October 4-6
The American Association of Provider Compensation Professionals (AAPCP) is a relatively new nonprofit group whose members advise and lead healthcare organizations on provider compensation, contracting, planning, recruitment, retention, strategy, and valuation. The group is having a three-day Provider Compensation and Productivity Data Workshop October 4-6, which will be virtual.