BVU News and Trends September 2020
A monthly roundup of key developments of interest to business valuation experts.
Global BVU News and Trends September 2020
Business valuation news from a global perspective.
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 ...
FASB seeks to simplify fair value for private-company shares
The Financial Accounting Standards Board (FASB) has issued a proposal drafted by the Private Company Council (PPP) that would simplify how private companies determine the fair value of the shares underlying a share-option award on its grant date or modification date.
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.
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.
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.
Gavrielidis v. 80 Seaview Ave., LLC
In this dispute among siblings owning restaurants in Connecticut, the court determined that there was no oppression against one of the siblings whose employment was terminated and there were no wrongful acts. The court determined the fair market value of the plaintiff’s membership interests but denied discounts for lack of control and lack of marketability.
In a Siblings Ownership Dispute, Court Decides No Oppression and No Sums Owed by the Plaintiff, Determines the Value of the Plaintiff’s 25% Interest
In this dispute among siblings owning restaurants in Connecticut, the court determined that there was no oppression against one of the siblings whose employment was terminated and there were no wrongful acts. The court determined the fair market value of the plaintiff’s membership interests but denied discounts for lack of control and lack of marketability.
Mission Critical in Divorce: 10 Key Insights in 50 Minutes-a Free AAML/BVR Virtual Divorce Conference Preview
Brought to you by the American Academy of Matrimonial Lawyers (AAML) and Business Valuation Resources (BVR), this free preview for the Virtual Divorce Conference brings together attorneys, valuation professionals, and industry experts in a one action-packed, 60-minute session. Get short compelling lessons that you need to know now. This year’s conference focuses on the topics most impacted by divorce, and anyone serving business owners involved in matrimonial dissolution can get access to this premium preview ...
Valuation of Inventory: Taking Stock of the Guidance
Given divergences in both practice and guidance, inventory valuation can seem challenging. In this webinar, Anthony Pumphrey will illustrate simple, straightforward modifications to the valuation of inventory that you can incorporate into your valuation process. Review what comprises the book value of inventory and valuation guidance from the FASB, the IRS, and the AICPA. Next, walk through an example valuation of raw materials, work-in-progress, and finished goods in accordance with this guidance. The example provided ...
Advising clients on the meaning of ‘fair value’
The phrase ‘fair value’ continues to bedevil the high courts and create very different expectations when parties are forced to figure out what to pay when buying and selling.
Global BV News: D&P surveys impairments in the Asia-Pacific region
Close to a third of the companies surveyed in the Asia-Pacific (APAC) region anticipate taking a goodwill impairment, according to a survey report from Duff & Phelps.
IVSC interviews head of European Financial Reporting Advisory Group
‘The valuation profession has always played an important role in the financial reporting process.'
Saudi businesses continue the transition to intangibles, say Deloitte
A new report from Deloitte Middle East and Saudi Authority for Accredited Valuers TAQEEM, ‘The Future of Intangible Assets in the Kingdom of Saudi Arabia,’ presents a comparative analysis with Tadawul, the Saudi Arabian stock index, to establish that ‘the Saudi Arabian economy is at the start of a similar transition’ as those experiences in UK and North American markets.
Henley Mining v. Parton
In statutory appraisal case, court denies summary judgment motion arguing opposing expert’s valuation fails to meet legal definition of fair value, i.e., “the value of the company as a whole and as a going concern”; court says controlling case law does not preclude use of net asset value method.
Fair Value Standard Does Not Preclude Use of Net Asset Approach, Court Affirms
In statutory appraisal case, court denies summary judgment motion arguing opposing expert’s valuation fails to meet legal definition of fair value, i.e., “the value of the company as a whole and as a going concern”; court says controlling case law does not preclude use of net asset value method.
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.
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 ...