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Valuers Stand Ground in Clash Over Purchase Price in SPAC Merger

A recent SPAC merger triggered a strong disagreement between a national valuation firm and the merged entity over the fair value of equity consideration issued for the target company. A special purpose acquisition company (SPAC) is a shell company that raises capital in an IPO and then acquires an operating company to form a new merged entity.

Flaws in North Carolina Court’s Appraisal of Reynolds American

The wrong valuation date, a faulty reliance on other cases and the disregard of projections highlight the court’s opinion in a shareholder dissent case involving two tobacco giants.

The SEC’s Not-So-Gentle Reminder: Show Your Work

A recent SEC comment letter to a company about its determination that no impairment of goodwill and intangible assets was needed, the agency sounded much like every math teacher we’ve all very likely encountered: Show your work!

BVU News and Trends August 2020

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

Pandemic, ESOP Woes, Fair Value, Crypto, and Fraud at NYSSCPA Conference

The 2020 conference season is underway, and Business Valuation Update was on the scene—virtually, of course—for the New York State Society of CPAs Business Valuation/Litigation Services Conference webcast live from New York City May 18.

BVU News and Trends June 2020

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

Global BVU News and Trends June 2020

Business valuation news from a global perspective.

North Carolina court looks to deal price for fair value in tobacco merger

The importance of Delaware appraisal jurisprudence beyond state borders was on display in a recent fair value decision out of North Carolina related to a merger involving the tobacco giant Reynolds.

Latest SEC comment letter trends in PwC analysis

Valuable information can be gleaned about fair value measurement issues from comment letters the SEC sends after it reviews public companies’ financial statements and disclosures.

ASA Fair Value Virtual Conference airs live June 18

Any practitioner involved in fair value should tune in to the first-ever ASA Fair Value Virtual Conference tomorrow, June 18.

Takeaways from the NYSSCPA BV/Litigation conference

Conference season is here but, of course, in virtual form due to the pandemic.

Normalizing Compensation for Closely Held Business Owners Using RCReports (Free Webinar)

Learn how to normalize compensation for owners of closely held businesses using the three IRS approaches outlined in the IRS Job Aid: Reasonable Compensation Job Aid for IRS Valuation Professionals using RCReports Software. Determining reasonable compensation for closely held SMBs is a straightforward process that relies on a basic understanding of the three different approaches for determining reasonable compensation and when and where they apply. Practitioners armed with this knowledge and the proper tools can ...

Discounts inappropriate in valuing minority interest in mandatory buyback, appeals court rules

When a minority shareholder in an Indiana company was terminated as a director and officer, a dispute arose over whether, under a buyback agreement, the use of discounts for lack of control and marketability was permissible in valuing his shares.

Comment period on inventory valuation guidance open until 30 June

The International Valuation Standards Council (IVSC) has extended the comment period to 30 June for its IVS 230—Inventory Exposure Draft.

Robinson v. Langenbach

State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.

High Court Says Context Supports Use of Discounts in Buyout From Shareholder Oppression

State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.

Houlihan Lokey notes increase in ‘affiliate transactions’ leading to current demand for fairness opinions

Some investment fund sponsors are now holding damaged assets in many of their late-state funds.

IPEV offers guidance for 31 March valuations

The International Private Equity & Venture Capital Valuation Guidelines Board has issued special guidance for applying the IPEV Valuation Guidelines when estimating fair value at 31 March 2020.

Hartman v. BigInch Fabricators & Construction Holding Co., Inc.

In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.

In Mandatory Buyback, Indiana Appeals Court Disallows Use of Discounts

In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.

Latest Update on Proposal to Upend Goodwill Accounting

Goodwill remains a very important valuation topic globally this year, and Business Valuation Update continues to cover the responses to initial efforts in the consideration of whether to upend the current goodwill impairment model and revert back to one of amortization of the world’s goodwill assets.

BVU News and Trends April 2020

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

SEC proposes a framework for fund valuation practices

The SEC has issued a proposed rule, Good Faith Determinations of Fair Value, that would “establish requirements for determining the fair value in good faith of a fund’s investments and would permit boards to assign the determination to the fund’s investment adviser, subject to board oversight and certain other conditions.”

Reynolds American Inc. v. Third Motion Equities Master Fund Ltd.

In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.

North Carolina Court Says Deal Price Represents Upper Limit of Tobacco Company’s Fair Value

In appraisal action involving merger of public (tobacco) company, court, guided by key Delaware court decisions, says deal price best reflects fair value and represents upper limit; contemporaneous valuations based on comparable companies, precedent transactions, and DCF support use of deal price.

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