BV News and Trends June 2021
A monthly roundup of key developments of interest to business valuation experts.
In buyout dispute, ‘downward bias’ sinks expert’s fair value determination
In a bitter buyout dispute involving a successful private family business and featuring two veteran appraisers, the Nebraska Supreme Court recently affirmed the district court’s decision to unreservedly credit the valuation testimony of the expert for the late majority shareholder.
Iowa Supreme Court Allows Reduction in Value for Transaction Costs but Refuses to Allow a Reduction for Built-In Capital Gains Tax
This case was decided, on appeal, under the Iowa “election-to-purchase-in-lieu-of-dissolution statute.” The Iowa Supreme Court decided that, because the parties’ experts had “both included transaction costs in their valuations under a net asset approach, the district court’s failure to reduce the asset values to account for the costs to liquidate the corporation’s assets warranted reversal.” Additionally, since there was no evidence of an intention to liquidate the company or its assets, the court declined to adjust for the built-in gains tax consequences urged by the majority shareholder.
Guge v. Kassel Enters.
This case was decided, on appeal, under the Iowa “election-to-purchase-in-lieu-of-dissolution statute.” The court decided that, because the parties’ experts had “both included transaction costs in their valuations under a net asset approach, the district court’s failure to reduce the asset values to account for the costs to liquidate the corporation’s assets warranted reversal.” Additionally, since there was no evidence of an intention to liquidate the company or its assets, the court declined to adjust for the built-in gains tax consequences urged by the majority shareholder.
A lot going on in fair value, per speakers at ASA conference
Some important developments in the area of fair value for financial reporting were covered at the 2021 ASA Fair Value Virtual Conference, held June 10.
Financial reporting watchdogs ‘too lenient,’ say investors
The investor community is pressing the SEC to overhaul its financial reporting infrastructure as well as the PCAOB and FASB (overseen by the SEC), saying the watchdogs “are too lenient towards businesses and the accounting and auditing industry, especially the Big Four firms, that serves the businesses at the expense of investors who provide the capital,” according to an article in Accounting and Compliance Alert.
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.
Tomorrow! Catch up on fair value for financial reporting
During a recent BVR Power Panel webinar, Ray Rath (Globalview Advisors) said there is “a lot of activity going on” in the area of fair value for financial reporting.
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.
Fair Price for Delaware Fiduciary Actions Can Exceed Appraisal Fair Value
Can fiduciaries of Delaware corporations breach their duties and face damages for a merger that provides stockholders with the equivalent of fair value in a judicial appraisal? The answer may surprise you.
Next week is chock full of BV events
BVWire is saddling up and hitting the virtual trail next week for a batch of events that promise to be very informative.
BVU poised to cover an exciting slate of 2021 conferences
One of the hallmarks of the Business Valuation Update (BVU) monthly newsletter is its in-depth coverage of conferences—not just in the U.S. but around the world.
Ryan Trust v. Ryan
In family buyout dispute, state high court affirms trial court’s decision to adopt expert valuation testimony for selling majority shareholder, finding expert’s DCF inputs were reasonable as was selection of multiple of earnings in GPTC analysis; expert’s explanation for S corp premium was convincing.
State Supreme Court Affirms Adoption of Selling Shareholder’s Expert Value Findings
In family buyout dispute, state high court affirms trial court’s decision to adopt expert valuation testimony for selling majority shareholder, finding expert’s DCF inputs were reasonable as was selection of multiple of earnings in GPTC analysis; expert’s explanation for S corp premium was convincing.
PCAOB approves formation of new advisory group
Fair value for financial reporting falls under the regulatory oversight of the Public Company Accounting Oversight Board (PCAOB), which will be forming a new advisory group for its standard-setting activities.
ASA adds two events to the spring conference season
The American Society of Appraisers (ASA) will present a brand-new event—and a popular ongoing one.
Appraisal value does not control fiduciary litigation, Court of Chancery says
In 2019, in the Columbia Pipeline statutory appraisal case, the Delaware Court of Chancery found the unadjusted deal price was the best evidence of fair value.
Indiana Supreme Court Issues Key Ruling on Discounts in Compelled Buybacks
Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale. In a freshly minted decision, the Indiana Supreme Court reversed the Court of Appeals, finding there was no blanket rule disallowing discounts in a compelled buyback. This is especially true where the parties exercised a shareholder agreement whose terms suggested the use of fair market value.
Highlights of 2020 Delaware Valuation Decisions
This article discusses two 2020 Supreme Court decisions and eight decisions by the Court of Chancery.
Practice Growth Opportunity in Valuing Financial Instruments
Valuation practitioners looking for a growth area should consider services related to financial instruments, according to Dr. Joel M. DiCicco (Center for International Business Valuation), speaking at the recent Second Annual Conference on the Art and Science of Business Valuation.
LLC buyout at fair value poses ‘conundrum’ for the court
In allowing LLC members to buy out a departing member to avoid the dissolution of the company, a court had to determine the fair value of the departing member’s interest in a holding company.
Free Excel models on valuing complex debt
During a recent BVR webinar, several case studies were presented on valuing complex debt instruments.
Indiana Supreme Court issues key ruling on discounts in compelled buybacks
Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale.
BVU News and Trends January 2021
A monthly roundup of key developments of interest to business valuation experts.