Court Finds Valuation of Debtor Entity Must Account for COVID-19 Effect on Industry
Court finds creditor’s interest in debtor’s property is “inconsequential” and says a valuation of debtor’s fitness club must account for dismal state of fitness industry due to COVID-19 shutdown; debtor’s projections related to reorganization plan are too optimistic given economic uncertainty.
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.
BVU News and Trends July 2020
A monthly roundup of key developments of interest to business valuation experts.
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.
Should you consider a special COVID-19 premium?
During a recent webinar, a question came up as to whether or not valuation analysts should be separately identifying a risk rate associated with the impact of COVID-19 on a subject company.
Don’t Automatically Reject the Asset Approach for Going Concerns
Many valuation analysts immediately reject the asset-based approach for operating businesses, but this is a problem, say Robert Reilly and Weston Kirk, who are both with Willamette Management Associates. The method is rejected too often because analysts are not familiar enough with the asset approach or they have misconceptions about when (and when not) to apply it.
Applications of the Asset-based Approach to Value Operating Businesses
In this presentation with Robert Reilly and Weston Kirk they describe —and illustrate —the practical procedures related to the generally accepted asset-based approach to business valuation. First, explore the client situations in which the analyst should consider applying the asset-based approach. Second, review the generally accepted business valuation methods within the asset-based approach, including the asset accumulation method (AA method) and the adjusted net asset value method (ANAV method). Third, review the procedures for valuing ...
Washington appeals court issues key ruling on entity goodwill
In a “complicated” (court’s word) dissolution case, the Washington Court of Appeals recently made an important ruling on whether a professional limited liability company (PLLC) can have goodwill separate from the goodwill of the professionals.
McLelland v. Paxton
In dissolution dispute, appeals court affirms trial court’s finding, based on plaintiff expert testimony, that dissolved professional LLC had entity goodwill at trial based, in large part, on ownership of three leases and operation of offices that doctors could use upon termination of partnership.
Washington State Appeals Court Adopts Rule on Entity Goodwill in Professional LLC
In dissolution dispute, appeals court affirms trial court’s finding, based on plaintiff expert testimony, that dissolved professional LLC had entity goodwill at trial based, in large part, on ownership of three leases and operation of offices that doctors could use upon termination of partnership.
Unadjusted deal price best represents fair value, Court of Chancery says
In a statutory appraisal case featuring a publicly traded company, the Court of Chancery, after an exhaustive evaluation of the sale process, found the deal price was the best evidence of fair value.
In re Stillwater Mining Co. 2017 0385 JTL
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
Despite Less-Than-Optimal Sale Process, Court Relies on Deal Price for Fair Value
In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.
In re Appraisal of Columbia Pipeline Grp., Inc.
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
Court Endorses Unadjusted Deal Price as Fair Value Indicator Despite Flaws in Sale Process
In statutory appraisal action featuring publicly traded company, court relies on deal price for fair value; although flawed, sale process, when compared to process in three key high court decisions endorsing deal price, does not undermine validity of deal price; no adjustment for synergies.
In Allocation Dispute Related to § 363 Sale, Bankruptcy Court Bridges Experts’ Value Gaps
Bankruptcy court performs allocation analysis to divide proceeds from section 363 asset sale between two competing lenders, finding debtor’s intellectual property is most valuable asset; court notes that, at time of sale, debtor was neither healthy going concern nor subject of forced liquidation.
BVU News and Trends April 2019
A monthly roundup of key developments of interest to business valuation experts.
In re Aerogroup International, Inc.
Bankruptcy court performs allocation analysis to divide proceeds from section 363 asset sale between two competing lenders, finding debtor’s intellectual property is most valuable asset; court notes that, at time of sale, debtor was neither healthy going concern nor subject of forced liquidation.
New York Times’ scathing article on appraisers wins Polk Award
In our coverage of the New York Times article on the “friendly” valuations used to increase the fortune President Trump received from his father, we called it “brilliantly written and fascinating.”
Going-concern appraisals vs. business valuations
Real property appraisers often value special-use properties, hotels, and senior care facilities, to name a few, on a going-concern basis. The term "going-concern" is not defined in the Canadian Uniform Standards of Professional Practice (CUSPAP), although it is defined in The Appraisal of Real Estate, 3rd Edition, wherein the definition is: “All tangible and intangible assets of an established and operating business with an indefinite life.”
BVU News and Trends November 2018
A monthly roundup of key developments of interest to business valuation experts.
New York Times serves up scathing look at appraisers in Trump exposé
“Friendly” valuations are the main characters in a brilliantly written and fascinating article in the New York Times about President Trump’s involvement in “dubious tax schemes” and “outright fraud” to increase the fortune he received from his father.
Can ESOP Appraisal Satisfy Charitable Contribution Reporting Requirement?
Court finds using ESOP appraisal to show “qualified appraisal” is a long shot to meet charitable contribution verification requirements because appraisal did not consider tax consequences or value shares individual petitioners donated, but petitioners may have reasonable cause defense.