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BVU News and Trends November 2019

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

Highlights of 2019 Delaware Valuation Decisions

This year to date has been another active period for valuation cases in the Delaware courts. Six cases are reviewed and the predominant theme is that, in arm’s-length transactions, appraisal value continues to be based primarily on the transaction price rather than on discounted cash flow.

Details of the CUT method used in the Amazon case

Last week’s BVWire covered the 9th Circuit decision in the Amazon case that affirmed the U.S. Tax Court’s 2017 decision in favor of the company in a transfer pricing case.

Tax Court adopts tax-affected valuation of PTE without overturning Gross

For years, the appraisal community has wondered when the U.S. Tax Court will recognize the need for tax affecting when valuing pass-through entities (PTE) and how the court will square its decision with precedent, i.e., the Gross case in which the Tax Court rejected the taxpayer’s tax-affected valuation.

Tax Court’s Amazon valuation ruling stands up to 9th Circuit scrutiny

The 9th Circuit recently affirmed the U.S. Tax Court’s 2017 decision in favor of Amazon in this key transfer pricing case, finding the governing regulations limited the definition of “intangible” to independently transferrable assets.

DCF Modeling for Early Stage Enterprises: A Fair Value Update

In In this panel discussion Antonella Puca, Andreas Dal Santo and Shilpa Chandra will discuss the special characteristics of DCF modeling as they pertain to the valuation of companies that are in the early years of their life and that have yet to become profitable (early stage enterprises or “ESE”s). Learn the relevance of terminal value in driving valuation for ESEs and the dynamic nature of the model, which can be adjusted at subsequent measurement ...

Columbia Pipeline ruling highlights terminal value flaw in expert’s DCF

In the Columbia Pipeline statutory appraisal action, the Delaware Court of Chancery recently rejected the petitioner expert’s discounted cash flow analysis to determine fair value and, in a short but noteworthy discussion, explained why the court has come to question the usefulness of the DCF in many instances.

A Script for Pharmacy Valuation

The U.S. healthcare industry is very large, complex, and changing rapidly. This highly regulated industry is also a significant user of valuation services, primarily to support transactions, contracting, and internal strategic planning purposes. The importance of consummating transactions within fair market value cannot be overstated, as the alternative can result in substantial financial consequences to the parties involved. As such, advisors need to know the operational and valuation issues associated with healthcare entities so they ...

Deal price prevails in yet another Delaware statutory appraisal ruling

Nine days after his ruling in Columbia Pipeline, Vice Chancellor Laster again found the deal price was the most reliable indicator of fair value in a statutory appraisal case involving a publicly traded mining company.

Court Says Corrected DCF Still Supports Original Fair Value Determination

Responding to petitioners’ motion for reargument, court concedes and corrects errors in court’s original DCF analysis but finds corrected DCF model still corroborates the original fair value determination; court affirms its reliance on unaffected market price as fair value indicator.

In re Appraisal of Jarden Corp. (II)

Responding to petitioners’ motion for reargument, court concedes and corrects errors in court’s original DCF analysis but finds corrected DCF model still corroborates the original fair value determination; court affirms its reliance on unaffected market price as fair value indicator.

Avoid this inconsistency with the terminal value

Terminal value calculations use a perpetuity model that, when using Gordon growth, assumes cash flows occur at the end of each year.

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.

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.

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.

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 ...

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.

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