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Willamette’s Insights looks at fair value

The Fall 2018 issue of Insights from Willamette Management Associates is titled “Thought Leadership in Valuation for Fair Value Measurement Purposes” and is edited by Terry G. Whitehead.

Management pressure on fair values

A new research paper documents several tactics management employs to inflate its fair value measurements based on in-depth interviews of Norwegian audit partners and company valuation specialists.

‘Real-World Market Evidence’ Does Not Support Dissenters’ Damages Claim, Chancery Says

Chancery says plaintiffs proved directors breached fiduciary duties and duty to disclose but failed to prove damages; court rejects plaintiff experts’ DCF analysis, noting problematic projections and beta; “real-world market evidence” shows company was not worth more than deal price.

In re PLX Tech. Stockholders Litig.

Chancery says plaintiffs proved directors breached fiduciary duties and duty to disclose but failed to prove damages; court rejects plaintiff expert's DCF analysis, noting problematic projections and beta; “real-world market evidence” shows company was not worth more than deal price.

Analysis of appraisal rights

An analysis that compares appraisal rights in the U.S., France, and Romania is in the University of Pennsylvania Journal of Business of Law.

Aruba Networks: Should Appraisals Rely on Unaffected Market Price?

Delaware appraisal decisions in recent years have effectively endorsed the concept that the price paid in an arm’s-length transaction is “fair value” when there has been a “robust” sales process. This article examines the “troubling” ruling in which the court based its appraisal solely on the unaffected market price.

Work File Checklist for the Tax Amortization Benefit

A practice aid based on the Mandatory Performance Framework (MPF) for the Certified in Entity and Intangibles Valuation (CEIV) credential.

BVU News and Trends October 2018

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

Tennessee no longer mandates Delaware block method to determine fair value

For the longest time, Tennessee case law required trial courts presiding over dissenting shareholder actions to determine fair value by using the Delaware block method. In a recent ruling, the Tennessee Supreme Court struck down the requirement and Tennessee has joined the jurisdictions that allow "more modern" valuation approaches.

Stale Fairness Opinions in Related Party Transactions Should Be Updated

It is common practice for proxy statements to contain fairness opinions that are dated weeks (or months) prior to the mailing date. Typically, they are not reviewed in the interim, which can be a problem.

Work File Checklist for Contributory Asset Charges

Based on the Mandatory Performance Framework (MPF) for the Certified in Entity and Intangibles Valuation (CEIV) credential, this checklist helps document contributory asset charges, which are charges against revenues to reflect a fair return on or return of contributory assets used in the generation of the cash flows associated with the intangible asset being valued.

New Board and Pending Standards Highlight PCAOB Update

At the recent ASA/USC 13th Annual Fair Value Conference in Los Angeles, George Wilfert, deputy director of the Public Company Accounting Oversight Board (PCAOB), gave an update on the organization's activities.

BVU News and Trends September 2018

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

Tennessee embraces ‘modern’ valuation methods in fair value determination

In a key valuation decision, the Tennessee Supreme Court recently overruled precedent on how to determine fair value in a dissenting shareholder suit.

Fairness Opinion Triggers Viable Aiding and Abetting Claim Against Financial Advisor

In dispute over related-party transaction, court upholds aiding and abetting claim against financial advisor; plaintiffs produced enough facts to show fairness opinion ignored most relevant precedent transaction and other valuation metrics indicating the buyer was overpaying for contested asset.

Mesirov v. Enbridge Energy Co.

In dispute over related-party transaction, court upholds aiding and abetting claim against financial advisor; plaintiffs produced enough facts to show fairness opinion ignored most relevant precedent transaction and other valuation metrics indicating the buyer was overpaying for contested asset.

Comments due on CVFI performance framework

The AICPA is launching the Certified in Valuation of Financial Instruments (CVFI) credential, and an exposure draft of a “performance framework” has been issued (dated Aug. 13, 2018) that establishes parameters of documentation requirements. Comments are due September 17.

Deal price vs. the DCF: Two new Delaware cases grapple with ‘transformed’ fair value landscape

With the landmark rulings in DFC Global and Dell, the Delaware Supreme Court has given its “full-throated endorsement” of market efficiencies by declaring the deal price (minus synergies) a strong indicator of statutory fair value, say two new statutory appraisal opinions from the Court of Chancery.

Stay on the leading edge of fair value for financial reporting

If you stop and think about it, the area of fair value measurements has driven the development of business valuation theory in the recent past to a great extent.

How to document the selection of a royalty rate when valuing intellectual property assets or rights

Under the Mandatory Performance Framework (MPF) for the Certified in Entity and Intangibles Valuation (CEIV) credential, valuation experts will be expected to have a certain amount of documentation in their work files. Regardless of whether you hold the CEIV credential or not, anyone doing fair value for financial reporting should comply with these new rules. This post covers how to document the selection of a royalty rate when valuing intellectual property assets or rights.

Virginia court nixes challenge to appraisal done according to valuation agreement

In the category of buyout disputes notwithstanding a valuation agreement, a recent Virginia case stands out for showing the evidentiary hurdle a challenger must overcome to defeat a third-party appraisal done in accordance with a controlling agreement.

Flawed thinking re: capex and the DCF

An article in the current (August 2018) issue of Business Valuation Update examines what it calls the Delaware court’s erroneous default position in fair value proceedings that capital expenditures should equal depreciation in determining terminal value in a DCF analysis.

Expert’s Detailed Risk Analysis Bolsters Use of Deep Discount in Law Firm Valuation

In buyout dispute over law firm interest, court credits firm’s expert, noting his extensive relevant experience, his taking care to value interest under fair market value standard, as required by the partnership agreement, and his detailed risk analysis to support a deep discount.

Fredericks Peebles & Morgan LLP v. Assam

In buyout dispute over law firm interest, court credits firm’s expert, noting his extensive relevant experience, his taking care to value interest under fair market value standard, as required by the partnership agreement, and his detailed risk analysis to support a deep discount.

Lack of Facts and Data Render Expert’s Fair Value Balance Sheet Not Helpful

Bankruptcy Court excludes as unreliable and irrelevant expert’s solvency opinion and balance sheet; court says expert lacked the facts and data necessary to enact his chosen method and “failed in numerous ways” to reliably apply the facts and data in accordance with the selected method.

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