Unadjusted deal price best represents fair value, Court of Chancery says
In a statutory appraisal case featuring a publicly traded company, the Court of Chancery, after an exhaustive evaluation of the sale process, found the deal price was the best evidence of fair value.
BVU News and Trends August 2019
monthly roundup of key developments of interest to business valuation experts.
Distinguishing Gross, Tax Court adopts tax-affected valuation of PTE
In an ingenious move, the U.S. Tax Court, ruling on an Oregon gift tax dispute, accepted the taxpayers’ tax-affected valuations of pass-through entities (PTE) without overturning Gross.
In re Stillwater Mining Co. 2017 0385 JTL
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
Despite Less-Than-Optimal Sale Process, Court Relies on Deal Price for Fair Value
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
Estate of Aaron Jones v. Commissioner
In gift tax dispute, Tax Court adopts estate expert’s valuation of two related PTEs, including expert’s tax affecting; court distinguishes Gross and later cases; issue is not whether to tax affect but how; estate expert’s tax affecting was “more accurate than [IRS’] blunt zero-rate approach.”
Keeping Gross Alive, Nimble Tax Court Accepts PTE Tax Affecting
In gift tax dispute, Tax Court adopts estate expert’s valuation of two related PTEs, including expert’s tax affecting; court distinguishes Gross and later cases; issue is not whether to tax affect but how; estate expert’s tax affecting was “more accurate than [IRS’] blunt zero-rate approach.”
9th Circuit Upholds Tax Court’s Valuation of Intangibles in Big Transfer Pricing Case
Appeals court affirms Tax Court ruling favoring taxpayer’s CUT method over IRS’ DCF to value various intangible assets transferred to European subsidiary; governing regulations limit definition of “intangible” to independently transferrable assets, excluding residual business assets, court says.
Amazon.com, Inc. v. Commissioner (II)
Appeals court affirms Tax Court ruling favoring taxpayer’s CUT method over IRS’ DCF to value various intangible assets transferred to European subsidiary; governing regulations limit definition of “intangible” to independently transferrable assets, excluding residual business assets, court says.
In re Appraisal of Columbia Pipeline Grp., Inc.
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Court Endorses Unadjusted Deal Price as Fair Value Indicator Despite Flaws in Sale Process
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Terminal Value: A Perpetual Issue in Valuation
Willie Sutton robbed banks “because that’s where the money is.” The terminal value is an important component of a business valuation because that’s where most of the value is. Join Michael Vitti and Seth Fliegler of Duff & Phelps as they address the nuts and bolts of determining the terminal value, as well as issues that are brought up within the business valuation community and mistakes to avoid. Be better prepared to address terminal value-related ...
BVU News and Trends September 2019
A monthly roundup of key developments of interest to business valuation experts.
Court of Chancery favors unaffected market price over other fair value indicators (Part 2)
When the Delaware Court of Chancery recently decided to rely on the unaffected market price for fair value, in a major statutory appraisal case, it provided an in-depth critique of the experts’ traditional valuation analyses, which valuators want to be familiar with.
Front-Burner Issues Presented at This Year’s NYSSCPA BV Conference
Inputs into the cost of capital, cryptocurrency, and financial projections are just a few of the important topics discussed at the annual business valuation conference of the New York State Society of CPAs (NYSSCPA) in New York City. BVU attends this event every year, and here are a few takeaways from the sessions.
Court of Chancery favors unaffected market price over other fair value indicators (Part 1)
In a freshly minted ruling, the Delaware Court of Chancery said the unaffected market price was the most reliable indicator of fair value in a big statutory fair value case.
In re Appraisal of Jarden Corp. (I)
Court finds record shows unaffected market price is best evidence of fair value; court says company expert’s efficient market analysis and event study provide strong support for use of market price; court’s own DCF analysis generates value close to market price, thus corroborating market price.
Court of Chancery Rules Unaffected Market Price Is Best Evidence of Fair Value
Court finds record shows unaffected market price is best evidence of fair value; court says company expert’s efficient market analysis and event study provide strong support for use of market price; court’s own DCF analysis generates value close to market price, thus corroborating market price.
New edition of Valuation and Common Sense by Fernandez
The 2019 edition of Valuation and Common Sense by Professor Pablo Fernandez (IESE Business School, University of Navarra) is now available—and it’s gratis.
Free download of an improvement to the Gordon growth model
One of the benefits of attending BV conferences in person is that you can also pick up some interesting things outside the formal sessions, such as during networking events, in the exhibit hall, or in the local watering hole after a long day.
Pablo Fernandez offers Valuation and Common Sense for free
Valuation and Common Sense (2019, 7th edition) ‘explains the nuances of different valuation methods and provides the reader with the tools for analyzing and valuing any business,’ Pablo Fernandez, professor of finance, IESE Business School, tells BVWire—UK.
Hot-button issues presented at NYSSCPA BV conference
Cryptocurrency, financial projections, and inputs into the cost of capital were just a few of the important topics discussed at the annual business valuation conference of the New York State Society of CPAs (NYSSCPA) on May 20 in New York City.
D.C. Circuit Upholds Remainder-Interest Valuation in Weird Charitable Contribution Case
In charitable contribution case involving remainder interest, D.C. Circuit upholds Tax Court’s value-related findings, including that petitioner did not provide qualified appraisal and did not meet substantiation requirements; valuation here is to be based on FMV, not actuarial tables.
Blau v. Commissioner (RERI II)
In charitable contribution case involving remainder interest, D.C. Circuit upholds Tax Court’s value-related findings, including that petitioner did not provide qualified appraisal and did not meet substantiation requirements; valuation here is to be based on FMV, not actuarial tables.
ICAEW Practical Business Valuation programme begins again this week
ICAEW offers its two-day valuation basics course again beginning 9 May in London (the second day is 24 May).