SL EC, LLC v. Ashley Energy, LLC
This case concerned the purchase of a historic steam plant in downtown St. Louis. The claims included breach of contract, fraudulent conveyance, and tortious interference, among others. This particular case dealt with a motion in limine to exclude rebuttal testimony from the expert for the counterclaim defendants regarding damages put forth by the counterclaim plaintiffs. The court denied the motion.
Global BV News: Market risk premium reverts in Germany
Recent analysis on the German market suggests that the perceived risk of equity investing has dropped back to its precrisis levels, according to Alvarez & Marsal, which does a regular analysis of pricing dynamics in Germany.
Global BV News: Multiples in China lower than year-end 2020
As of Aug. 31, 2021, earnings multiples (price to LTM earnings) for Chinese companies were lower overall than those at the end of 2020, with an average of 30.8x compared to 40.3x for year-end 2020, according to “China Transactions Insights—Fall 2021” from Duff & Phelps (a Kroll business).
Recap of recent BV cases of note
A number of recent cases have emerged that contain various valuation issues.
Business Combinations and Fair Value for Financial Reporting
Are you confused by business combinations? Join William Kennedy for this engaging session covering GAAP fair value standards and their application in business combinations. Hear a discussion of the nuances of the GAAP fair value standard and history of how it was developed as part of the GAAP-IFRS convergence project. Also learn how the valuation approaches and methods used in fair value assessment differ from valuation approaches used in a fair market value appraisal.
Comparing Growth Rates Used in Discounted Cash Flow Valuations
Estimating growth in net cash flows is one of the key components in applying the discounted cash flow (DCF) method in valuing any company, reporting unit, or other business unit. This paper explains the underlying assumptions of the DCF method and demonstrates how to compare the most commonly used basis for estimating net cash flows (sometimes referred to as free cash flows), expected organic growth, to historic estimates of growth of the subject company and ...
Island Light & Power Co. v. Sara Golvinveaux McGinnes 2011 Trust
In this shareholder dissent suit, the one-third shareholder of Island Light & Power Co. (aka BIPCO) dissented to a forced sale of the assets of BIPCO resulting in a liquidation of BIPCO and of the shareholder Trust’s stock. In a resulting bench trial, the court rejected the fair value determinations of the experts for both parties and adopted its own methodology (as is allowed by Rhode Island courts, including its Supreme Court) to determine the fair value of the one-third interest held by the Trust.
Court Adopts its Own Methodology in Determining Fair Value in a Shareholder Dissent Suit
In this shareholder dissent suit in Rhode Island, the one-third shareholder of Island Light & Power Co. (aka BIPCO) dissented to a forced sale of the assets of BIPCO resulting in a liquidation of BIPCO and a liquidation of the shareholder Trust’s stock. In a bench trial resulting from the dissent, the court rejected the fair value determinations of the experts for both parties and adopted its own methodology (as is allowed by Rhode Island courts, including its Supreme Court) to determine the fair value of the one-third interest held by the Trust.
Power Panel: Live Expert Answers for Today's Tough BV Questions
What is going on next in BV? While we don’t have a crystal ball, we do have the next best thing. Thought leaders Jay Fishman, Neil Beaton, Ray Rath, and Stacy Collins on hand to answer your questions on what is changing, trends within the profession, and thought processes behind tackling tough problems. What’s more, if you send in a video of yourself asking the question, you will get free admission to the session. Use ...
Benefit of the Bargain Economic Damages
With good reason, experts in economic damages focus on lost profit calculations in determining breach of contract claims and other litigation. Determining benefit of the bargain is encountered less often but is an important skill for valuation experts to know for litigation. Join Michael Pakter to learn the essential elements of determining benefit of the bargain damages.
Valuing Enterprise 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 Part 1 of the series, Chris Mercer and Travis ...
Valuing Small and Micro Businesses Using the Income Method
Focus in on valuing micro and small businesses using the income methods of business valuation. Learn to distinguish differing risk factors between large companies and micro and very small companies. Join Gregory Caruso for a deep dive into problematic areas of actual small-business valuation cases to review theory and tie it into the actual application of methods using best practices and professional judgment. Audience questions and succinct opinions welcomed in this hands-on event.
Reliable Valuations for Small and Medium Enterprise: M&A Methods Win
If you have been involved in an M&A transaction and seen how different the M&A model is from the buildup method with public data, have you ever wondered why the M&A model isn’t a key valuation approach or wondered how M&A data differ in character from public market data? In this seminar, Jim Lisi explains why the M&A model with private data is the more reliable approach. The difference between deal data for whole companies ...
Delaware court weighs in on goodwill in sole proprietorships
A recent divorce case out of Delaware is significant for addressing the treatment of goodwill where the business is a sole proprietorship.
Valuation of Senior Living and Post-Acute Providers
Join Jed Cheney to learn the considerations when valuing senior living and post-acute healthcare providers ranging from assisted living and memory care to skilled nursing and home health/hospice providers. With insights on the industry at large and government reimbursement considerations along with environmental considerations in the senior living and post-acute provider operating environment, this webinar will focus on various value drivers impacting these providers that should be considered. The impacts of COVID-19 have been significant ...
Restaurant Valuation: Serving Your Clients During the Covid-19 Crisis
Few industries have been as harshly impacted by COVID-19 as the restaurant industry. Join Lynton Kotzin for an overview of the state of the restaurant industry and what the future looks like for different restaurant types. Learn the reasonableness test, value drivers, and proper application of the approaches during these volatile times. Be ready to advise and value your restaurant clients.
Court of Chancery sanctions use of asset approach in complex appraisal case
A low-profile appraisal case in front of the Delaware Court of Chancery raised important valuation questions, including how the court should determine the fair value of a nonoperating entity and how it should deal with the value of claims both parties brought on behalf of the company prior to the contested merger.
A.A. v. B.A.
In valuing owner’s financial advisory business organized as sole proprietorship, court rejects idea that prior case law on goodwill in solely owned business precludes assigning goodwill to business; court says commissions earned during marriage but received post-separation or post-divorce are marital.
Delaware Court Revisits Issue of Goodwill in Sole Proprietorship
In valuing owner’s financial advisory business organized as sole proprietorship, court rejects idea that prior case law on goodwill in solely owned business precludes assigning goodwill to business; court says commissions earned during marriage but received post-separation or post-divorce are marital.
Key Issues in Valuing Owner Operated Small Businesses
Owner-operated business must be considered in a different framework than many other types of business. Everything from hypothetical transaction (asset sale versus equity interest) to financial objectives (minimize taxable income versus maximize shareholder value) must be considered from a different perspective. Join David Coffman as he discusses rate of return and personal goodwill through this unique lens.
In re Happy Child World, Inc.
In an entire-fairness-cum-statutory-appraisal case involving nonoperating day care center whose facility was leased on merger date, court approves use of capitalization of earnings and NAV models and averaging results to determine fair value; business model was uncertain on merger date, court notes.
Uncertain Business Model on Merger Date Justifies Use of Income and NAV Models, Court Says
In an entire-fairness-cum-statutory-appraisal case involving nonoperating day care center whose facility was leased on merger date, court approves use of capitalization of earnings and NAV models and averaging results to determine fair value; business model was uncertain on merger date, court notes.
‘Overstated’ projections sink plaintiff’s fair value determination
Earlier this year, a New York trial court presiding over a buyout dispute featuring an online wholesaler of faucets, sinks, and fixtures rebuffed the departing shareholder’s valuation.
Case Studies in Contingent Consideration
A significant component of the transaction price in an M&A or buyout transaction often consists of proceeds that are “contingent” upon the target company’s achievement of certain performance targets after the closing has taken place. From the perspective of the seller, “contingent consideration” represents the right to receive additional assets or equity interests from the buyer (earnout), or the obligation to return part of the proceeds from the transactions (clawback) if specified future events occur ...
Accounting fraud causes Berkshire Hathaway subsidiary to overpay for sinking German manufacturer
Financial experts were unable to prevent a Berkshire Hathaway subsidiary, Precision Castparts Corp. (PCC), from acquiring a German family business for five times as much as the collapsing company was worth, recent articles in the New York Times and the German newspaper Handelsblatt report.