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BV News and Trends December 2021

A monthly roundup of key developments of interest to business valuation experts.

Letter sent to Congress regarding valuation discounts

The American Society of Appraisers and over 100 other business groups and organizations sent a letter to Rep. Neal (D-Mass.) and Rep. Wyden (D-Ore.) urging exclusion of any tax proposals that would impact family businesses and farms, such as eliminating discounts for lack of control or marketability.

New edition of a guide on valuing FLPs

BVR is happy to announce that the Comprehensive Guide to the Valuation of Family Limited Partnerships and LLCs is the newest addition to its bookstore.

Premium Gap Closes Between Strategic and Financial Acquisitions

The difference between the premium strategic buyers pay for acquisitions versus what financial buyers pay has decreased, according to recent data in the Factset MergerStat/BVR Control Premium Study.

BV News and Trends September 2021

A monthly roundup of key developments of interest to business valuation experts.

Expelled partner should get FMV—but of what?

An Oregon appellate case deals with compensation for a partner’s 25% interest in a business after he is expelled from the firm.

BV News and Trends August 2021

A monthly roundup of key developments of interest to business valuation experts.

Pourmoradi v. Gabbai

This California appellate case reviewed the trial court’s decision that discounts for lack of control and lack of marketability were not appropriate in determining the value to be paid to the plaintiffs in this corporate dissolution case where the remaining 50% owners exercised their right to purchase the plaintiff’s 50% interest in the LLC.

California Appellate Court Remands for Application of Trial Court of Wrong Standard of Value Denying Discounts

This California appellate case reviewed the trial court’s decision that discounts for lack of control and lack of marketability were not appropriate in determining the value to be paid to the plaintiffs in this corporate dissolution case where the remaining 50% owners exercised their right to purchase the plaintiff’s 50% interest in the LLC.

Updated data for estimating DLOC in closely held holding companies

Closed-end fund (CEF) data are commonly used to derive discounts for lack of control (DLOC) for closely held holding companies invested in marketable securities.

Discounts inappropriate under controlling agreement, appeals court finds

In a buyout dispute involving a limited liability company, the Oregon Court of Appeals recently overturned a trial court’s decision to apply discounts when valuing the departing member’s minority interest.

A Practical, Step-by-Step Process for Applying Invested Capital Premiums

For years, the valuation profession has debated the definition of a control premium, including its distinction from an acquisition premium. What began years ago as a relatively simple question—if there is a control premium, what should it be?—now includes analyzing such concepts as invested capital premiums and equity-based premiums, transaction synergies and strategic values, marketability, and levels of control. All are “key points” to keep in mind throughout the quantification of a control premium, say Tim Meinhart and Nate Novak (both of Willamette Management Associates), who led a webinar on this topic titled Evaluating and Applying Control Premiums earlier this year.

ESOP litigation has become ‘risky business,’ says Alerding

As BVWire recently reported, the latest development in the long-running Brundle ESOP litigation is a lawsuit the trustee has filed against the very ESOP appraiser it once had hired to work on the case.

How to Use New Data on Invested Capital Premiums

To estimate acquisition premiums the use of invested capital premiums is highly encouraged in certain situations. This article presents a case study and step-by-step guide to using these data that are now included in the Factset Mergerstat/BVR Control Premium Study.

Four questions you must always ask about PFI

There are many things to consider when evaluating prospective financial information (PFI), and much of it can be boiled down to four questions you should be asking, according to the just-released BVR Guide to Management Projections and Business Valuation: Analysis and Case Law.

Another wrinkle in the Brundle ESOP case

Although the district and appellate courts in the landmark Brundle ESOP case ruled years ago against the trustee, Wilmington Trust, litigation related to the case is not over.

Two new resources from BVR

Just released!

Dipak Patel v. Siddhi Hospitality, LLC

This case dealt with compensation for a partner’s 25% interest in a business after he was expelled from the business. The appellate court remanded the case to the trial court for a recalculation of the compensation without the inclusion of discounts for lack of control and lack of marketability. The trial court allowed those discounts on the theory that the expelled partner was to receive the fair market value of his 25% interest in the entity. The appellate court determined that the operating agreement required him to be compensated for 25% of the FMV of the assets of the LLC and not the FMV of his 25% in the LLC entity.

Oregon Appellate Court Disallows Discounts for Lack of Control and Lack of Marketability

This case dealt with compensation for a partner’s 25% interest in a business after he was expelled from the business. The appellate court remanded the case to the trial court for a recalculation of the compensation without the inclusion of discounts for lack of control and lack of marketability. The trial court allowed those discounts on the theory that the expelled partner was to receive the fair market value of his 25% interest in the entity. The appellate court determined that the operating agreement required him to be compensated for 25% of the FMV of the assets of the LLC and not the FMV of his 25% in the LLC entity.

BVR Briefing - Control Premiums: A Deep Dive into the New Data on Invested Capital Premiums

June 2021 PDF

BVR (editor)

Business Valuation Resources, LLC

This briefing, based on a recent webinar with valuation experts Timothy J. Meinhart and Nate Novak (Willamette Management Associates) puts current and best thinking into one reference. It is all you need to ensure alignment with Control Premium thought leadership. The Briefing also covers the recently improved FactSet Mergerstat/BVR Control Premium Study, historically the most reliable, comprehensive transactional database, which now provides an invested capital premium as well as the corresponding implied minority discount. Learn more >>

Illiquidity Discounts for Restricted Equity Securities with Random or Indefinite Liquidity Horizons

Illiquidity discounts depend on the length of the trading restriction period. Existing theoretical restricted stock discount models are adapted to situations in which the trading restriction period has a well-defined fixed length. In many scenarios, the private equity investor faces a liquidity horizon that may be random or indefinite rather than of known fixed length. Stillian Ghaidarov will review a simple and robust methodology that allows us to extend the use of restricted stock discount ...

Valuing Shareholder Cash Flows

The integrated theory of business valuation provides a conceptual framework for disciplined analysis of valuation questions. Too often, valuation analysts are tempted to view individual components of a valuation assignment on a piecemeal basis. Adhering to the integrated theory helps valuation analysts develop base valuation conclusions, discounts, and premiums that are rooted in a shared perspective of the subject company and the subject ownership interest. In the first webinar of the three-part series, Chris Mercer ...

New evolving ESOP case raises familiar valuation-related issues

A new ESOP litigation is underway in federal district court related to a 2011 transaction in which the majority owner of the company sold his remaining stock to the company’s ESOP.

Evaluating and Applying Control Premiums

In recent years, a greater amount of scrutiny has been placed on valuation analysts’ selection and use of control premiums. As a result, there has been a renewed interest in distinguishing acquisition premiums from control premiums and equity premiums from invested capital premiums. Join Timothy Meinhart for a comprehensive discussion of the proper quantification and application of acquisition premiums and control premiums and also learn about the benefits of using market-based invested capital premiums rather ...

Indiana Supreme Court Issues Key Ruling on Discounts in Compelled Buybacks

Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale. In a freshly minted decision, the Indiana Supreme Court reversed the Court of Appeals, finding there was no blanket rule disallowing discounts in a compelled buyback. This is especially true where the parties exercised a shareholder agreement whose terms suggested the use of fair market value.

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