Raley v. Brinkman
In LLC member buyout dispute, the Court of Appeals finds the term “fair value” does not contemplate the use of shareholder-level discounts. However, tax affecting is relevant evidence when determining the going-concern value of subject S corp. Trial court must consider evidence on tax affecting.
Tennessee Appeals Court Clarifies Use of Discounts and Tax Affecting in Court-Ordered LLC Buyout
In LLC member buyout dispute, the Court of Appeals finds the term “fair value” does not contemplate the use of shareholder-level discounts. However, tax affecting is relevant evidence when determining the going-concern value of subject S corp. Trial court must consider evidence on tax affecting.
Fair Value Measurements Amid the Covid-19 Crisis
Reporting entities in recent years generally benefited from a growing economy, which may have allowed auditors to gain comfort with fair value measurements for financial reporting purposes with relatively less documentation. The disruption to global economic activity and financial markets suggest that a business as usual approach may no longer apply to these same fair value measurements. Consequently, reporting entities can expect fair value measurements to receive greater scrutiny from their auditors and a heighted ...
ASA comments on SEC’s proposed rule on fair value
In a letter to the SEC, the American Society of Appraisers (ASA) voiced its general support for a proposed rule that harmonizes existing fund valuation guidance and clarifies what is expected from boards and advisors when a market quotation is not readily available.
‘Particular facts’ justify discounts in mandatory buyback of minority interest, says Missouri high court
Context is “crucial,” the Supreme Court of Missouri recently said in upholding the use of discounts in the court-ordered buyout of a minority owner’s shares in a family business.
Anderson v. A & R Spraying & Trucking, Inc.
In buyout dispute over closely held corporation, State Supreme Court upholds trial court’s value determination based on income-based analyses parties’ experts presented but adjusting for inconsistencies in each opinion; asset approach was inappropriate where company would continue to operate.
Calculating Fair Value, Court Uses Experts’ Income Analyses but Adjusts for Inconsistencies
In buyout dispute over closely held corporation, State Supreme Court upholds trial court’s value determination based on income-based analyses parties’ experts presented but adjusting for inconsistencies in each opinion; asset approach was inappropriate where company would continue to operate.
Biton v. Kreinis
In dispute over fair value of plaintiff’s shares, court agrees with parties’ experts on use of capitalization of earnings method to value company; court rejects defense expert’s use of QuickBooks data and post-valuation-date revenue as representative annual revenue; applies key-person discount.
In Fair Value Determination, Court Says SSVS Discourages Use of Post-Valuation-Date Data
In dispute over fair value of plaintiff’s shares, court agrees with parties’ experts on use of capitalization of earnings method to value company; court rejects defense expert’s use of QuickBooks data and post-valuation-date revenue as representative annual revenue; applies key-person discount.
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.
Valuing Residential and Commercial Construction Companies
Cash flow seasonality, bid requirements, license particulars, economic forces, and ubiquitous litigation are all hallmarks of the residential and commercial construction industries and all unique factors when appraising a construction company. Join What it’s Worth guide author and expert Pasquale Rafanelli for a full inspection of residential and commercial construction company valuation issues from accounting methods to value drivers. Avoid the common valuation mistakes that appraisers make and learn to answer the one question on ...
Flynn v. Maschmeyer
In buyout following member’s disassociation from company, appellate court affirms trial court’s fair value determination, including decision to exclude from valuation remaining members’ unsubstantiated debt claims and including litigation amount assessed against dissociated member for misconduct.
Court Rejects FMV Appraisal of Dissociated Member’s Interest in Statutory Buyout
In buyout following member’s disassociation from company, appellate court affirms trial court’s fair value determination, including decision to exclude from valuation remaining members’ unsubstantiated debt claims and including litigation amount assessed against dissociated member for misconduct.
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.
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.
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 ...
The operating profit ‘free-for-all’ may end with new IASB presentation standards
Financial analysts often start DCF valuations with ‘operating profit’ as stated on the enterprise’s income statement and then adjust prior to deriving enterprise values.
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.