New Research Finds That Industries Have Different Growth Rates
An update to ongoing research by Roger Grabowski (Kroll) and Dr. Ashok Abbott (West Virginia University) supports the use of different long-term growth rates for different industries and the use of the three-stage DCF.
The CEIV Is Gone But the MPF Will Endure—Here’s an Example
The Certified in Entity and Intangible Valuations (CEIV) credential has been discontinued, but the Mandatory Performance Framework (MPF) will continue to be used. In fact, a revision is expected to make it more streamlined. Here are its guidelines for documenting management projections that are worthy of repurposing.
BV News and Trends November 2023
A monthly roundup of key developments of interest to business valuation experts.
New Book Offers Template for Assessing ESG Impact on Firm Value
Based on some case studies, a new book includes a template that summarizes steps in assessing whether ESG factors are material enough to integrate into a valuation. The book is Valuation and Sustainability—A Guide to Include Environmental, Social, and Governance Data in Business Valuation, edited by Dejan Glavas (ESSCA, School of Management, Boulogne-Billancourt, France), who also wrote several chapters.
Taylor Precision Prods. v. Larimer Grp., Inc.
In the damages portion of this complex suit, the court determined damages based on the plaintiff’s expert’s determination and report of same. It awarded damages on the first component of his damages calculation, the damages based on an adjusted “lost” EBITDA, but not on the second component, which the court deemed to be speculative.
Plaintiff Awarded Direct Damages But Not Speculative ‘Growth Damages’
In the damages portion of this complex suit, the court determined damages based on the plaintiff’s expert’s determination and report of same. It awarded damages on the first component of his damages calculation, the damages based on an adjusted “lost” EBITDA, but not on the second component, which the court deemed to be speculative.
GWG Holdings, Inc. v. Fifth Season Investments, LLC (In re GWG Holdings, Inc.)
The wind down trustee sought a summary judgment order in the form of a declaration that no sale or change of ownership or control occurred when the debtor entered into a DIP and exit loan agreements with a capital financing company. A change of ownership or control would result in the estate owing a break fee to Fifth Seasons Investment. The court denied summary judgment for reasons outlined in the opinion.
Bankruptcy Court Denies Summary Judgement That Financing Is a Loan and Not a Change of Control
The wind down trustee sought a summary judgment order in the form of a declaration that no sale or change of ownership or control occurred when the debtor entered into a DIP and exit loan agreements with a capital financing company. A change of ownership or control would result in the estate owing a break fee to Fifth Seasons Investment. The court denied summary judgment for reasons outlined in the opinion.
10 Short Takes From NACVA’s July Super Conference
There were top speakers, interesting sessions, and a good turnout (about 200) for the three-day NACVA Business Valuation & Financial Litigation Super Conference in person in Snowbird, Utah (and also online). Here are a few quick takeaways from some of the sessions we attended.
Firms with better ESG ratings yield higher returns, per Kroll study
Companies with better environmental, social, and governance (ESG) ratings generally outperformed those with lower ratings over the 2013-to-2021 period, according to Kroll’s new ESG and Global Investor Returns Study.
BVResearch Pro adds to its archive of the ASA’s BV Review
Among many other resources, the BVResearch Pro platform contains the full archive of the Business Valuation Review going back to 1982.
Internal billings trigger M&A damages; GPCM prevails
A case in Delaware Chancery Court shows that the court will not award damages from an M&A transaction gone bad when the calculations are based on speculative lost synergies.
Implied Control Premiums Through Delaware Appraisal Decisions
The valuation industry has utilized the concepts of control premiums and corresponding discounts for lack of control (DLOC) for decades. There has been considerable debate regarding the application of control premiums paid to acquire public companies, given the likely existence of synergies embedded within those premiums. This article analyzes implied control premiums using Delaware Court of Chancery (the “Court”) decisions in which the Court determined the fair value of the shares of formerly public companies.
Global BVU News and Trends August 2023
Business valuation news from a global perspective.
Cost of Capital and Inflation Considerations
Inflationary times present unique challenges for businesses, investors, and valuation professionals. Understanding how inflation impacts the various methodologies as part of the valuation analysis and cost of capital components provides necessary insights into its impact on the final valuation. This webinar will also examine how inflation can affect various industries in distinctive ways and whether the purpose of valuation influences such analysis.
Adjusting WACC for ESG: ±100 basis points proposed
When assessing environmental, social, and governance (ESG) factors on valuation, unless there is an impact to cash flow, risk, or growth, ESG has no effect on business value.
HBK Master Fund L.P. v. Pivotal Software, Inc.
In a long and complex opinion, the Delaware Court of Chancery determined the value per share of stock in a former stockholder’s appraisal action. The per-share value was reached by ascribing equal weight to adjusted versions of the comparable companies analysis (GPCM) the stockholder advanced and the discounted cash flow analysis the company advanced. The other methodologies were rejected. The use of the GPCM represented the first use of that method in some years.
Chancery Court Determines Value of Shares by Applying Average of GPCM and DCF Methodologies
In a long and complex opinion, the Delaware Court of Chancery determined the value per share of stock in a former stockholder’s appraisal action. The per-share value was reached by ascribing equal weight to adjusted versions of the comparable companies analysis (GPCM) the stockholder advanced and the discounted cash flow analysis the company advanced. The other methodologies were rejected. The use of the GPCM represented the first use of that method in some years.
New book on ESG and BV
Valuation and Sustainability—A Guide to Include Environmental, Social, and Governance Data in Business Valuation is a new book edited by Dejan Glavas (ESSCA, School of Management, Boulogne-Billancourt, France), who also wrote several chapters.
NetApp, Inc. v. Cinelli
The defendant hid improper recording of revenue from use of internal software in unaudited financial statements that were represented to be GAAP-compliant. The defendant was held to have breached the merger/sale contract in a manner that resulted in fraud. The plaintiff was awarded damages. The court accepted the expert’s GPCM as the most “responsible estimate” of the private company’s value as it was presented to the plaintiff.
Seller Breached Terms of Merger Agreement Including That Statements Were GAAP-Compliant—Expert’s GPCM Accepted
The defendant hid improper recording of revenue from use of internal software in unaudited financial statements that were represented to be GAAP-compliant. The defendant was held to have breached the merger/sale contract in a manner that resulted in fraud. The plaintiff was awarded damages. The court accepted the expert’s GPCM as the most “responsible estimate” of the private company’s value as it was presented to the plaintiff.
Global BVU News and Trends July 2023
Business valuation news from a global perspective.
Business Valuation Through an ESG Lens
Understand the risks that environmental, social, and governance (ESG) factors impose on business values. This presentation will begin with an overview of ESG and the current regulatory and disclosure environment. Next, the presenters will dive into the impact that ESG scores have had on investment policies and credit decisions. Lastly, the webinar will cover the impacts of ESG on business values including the ESG components considered in the new IVSC exposure draft.
Valuers Run the Risk of Mismatching Inflation Assumptions
During a presentation in the United Kingdom, Nick Forrest (UK Economics Leader for PwC) made some observations that should resonate with business valuers worldwide. In the UK, the Bank of England established its target inflation rate of 2%, but inflation varies hugely from this target, even during noninflationary periods, depending on which factor an analyst uses.
Damodaran Continues His Explosive Remarks About ESG
At the ASA Spring Fair Value Conference in New York City on May 4, we did not expect to hear any glowing words about the environmental, social, and governance (ESG) movement from Professor Aswath Damodaran (New York University Stern School of Business). In his blog, he has been very vocal in his strong criticisms of ESG as a “weapon of mass distraction” and a “gravy train” for consultants, investment managers, scoring/ratings providers, and those pushing for more disclosures.