Internal billings trigger M&A damages; GPCM prevails
A case in Delaware Chancery Court shows that the court will not award damages from an M&A transaction gone bad when the calculations are based on speculative lost synergies.
A Difference of Opinions—Using the Right Tools for the Market Approach
This course will be a hands-on exercise in valuing a small owner-operated business using the market approach. Two appraisers will walk through the valuation of a business with $5 million to $10 million in revenue using the same fundamental financial information but different valuation tools. The results are meant to highlight the differences in value based on a selected market approach and the use of different databases. The training will use multiples derived from private ...
Chancery Court Determines Value of Shares by Applying Average of GPCM and DCF Methodologies
In a long and complex opinion, the Delaware Court of Chancery determined the value per share of stock in a former stockholder’s appraisal action. The per-share value was reached by ascribing equal weight to adjusted versions of the comparable companies analysis (GPCM) the stockholder advanced and the discounted cash flow analysis the company advanced. The other methodologies were rejected. The use of the GPCM represented the first use of that method in some years.
HBK Master Fund L.P. v. Pivotal Software, Inc.
In a long and complex opinion, the Delaware Court of Chancery determined the value per share of stock in a former stockholder’s appraisal action. The per-share value was reached by ascribing equal weight to adjusted versions of the comparable companies analysis (GPCM) the stockholder advanced and the discounted cash flow analysis the company advanced. The other methodologies were rejected. The use of the GPCM represented the first use of that method in some years.
NetApp, Inc. v. Cinelli
The defendant hid improper recording of revenue from use of internal software in unaudited financial statements that were represented to be GAAP-compliant. The defendant was held to have breached the merger/sale contract in a manner that resulted in fraud. The plaintiff was awarded damages. The court accepted the expert’s GPCM as the most “responsible estimate” of the private company’s value as it was presented to the plaintiff.
Seller Breached Terms of Merger Agreement Including That Statements Were GAAP-Compliant—Expert’s GPCM Accepted
The defendant hid improper recording of revenue from use of internal software in unaudited financial statements that were represented to be GAAP-compliant. The defendant was held to have breached the merger/sale contract in a manner that resulted in fraud. The plaintiff was awarded damages. The court accepted the expert’s GPCM as the most “responsible estimate” of the private company’s value as it was presented to the plaintiff.
BV News and Trends June 2023
A monthly roundup of key developments of interest to business valuation experts.
One of My Favorite Court Cases Reveals What Makes a Guideline Company—It’s a Classic
The very essence of the market approach is summed up in this court case that has stood the test of time.
BV News and Trends May 2023
A monthly roundup of key developments of interest to business valuation experts.
Watch a free webinar on an Excel add-in for GPC analysis
Are you paying an arm and a leg for financial data when doing a guideline public company (GPC) analysis?
New Excel Add-In: Incorporate Guideline Public Company Data Seamlessly
Join the Value Analytics team for a deep dive into the Value Analytics Excel plug-in. This demo will provide an overview of the plug-in functionality and supporting documentation. Proprietary templates are introduced to facilitate analysis for users. Find out how to access public-company data at an affordable price ...
Free webinar today on an Excel add-in for GPC analysis
If you are looking for a more affordable source of financial data when doing a guideline public company analysis, tune in to a free webinar today on the Value Analytics Excel add-in.
Low-cost alternative for public-company data
BVWire recently met with Derek Zweig, a valuation practitioner who saw the need for a more affordable source of financial data when doing a guideline public company analysis.
BV News and Trends January 2023
A monthly roundup of key developments of interest to business valuation experts.
Survey reveals use of Excel add-ins for the GPCM
As part of BVR’s ongoing surveys related to data resources and methodologies, we recently ran a short survey on the use of Excel add-ins for the guideline public company method (GPCM).
Reminder: Please take a survey on Excel add-ins for the GPCM
As part of BVR’s ongoing surveys related to data resources and methodologies, we’re exploring the use of Excel add-ins for the guideline public company method (GPCM).
Please take a survey on Excel add-ins for the GPCM
As part of BVR’s ongoing surveys related to data resources and methodologies, we’re exploring the use of Excel add-ins for the guideline public company method (GPCM).
Beware of Meme Stocks
Starting at the end of 2020 and continuing through 2021, numerous publicly traded companies saw their shares became “meme” stocks often related to trading activity sourced to the Reddit board WallStreetBets. Most market observers think of the GameStop Corp (NYSE: GME) saga as the most infamous example of a meme stock, but many other stocks have been come to be known as meme stocks. If not careful, appraisers can encounter issues in both the income ...
A ‘Radical’ Market Data Approach to Startup Valuations
Michael Blake (Brady Ware & Co.) has issued a challenge to appraisers of early-stage companies: add rationality to valuing startups by relying more heavily on market inputs. The income approach is not always effective in prerevenue situations, so Blake turns to guideline public-company and transaction method alternatives.
Relying on Guideline Public-Company Data in Appraisals of Closely Held Interests
What are the guidelines for using the guideline public-company data in appraisals of closely held interests? Join Rob Schlegel to learn the background and logic for appraisers relying on public-company transaction data, including the advantages and disadvantages. There are a variety of sources for these data, and several examples will be provided as to how these data are used. Winnowing the initial data group and concluding on the best fit given the client conditions imply ...
Today! Take a fresh look at the GPC method
What are the best sources of data for the guideline public-company (GPC) methodology when valuing a closely held interest?
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.
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.
Valuing Enterprise Cash Flows
The integrated theory of business valuation provides a conceptual framework for disciplined analysis of valuation questions. Too often, valuation analysts are tempted to view individual components of a valuation assignment on a piecemeal basis. Adhering to the integrated theory helps valuation analysts develop base valuation conclusions, discounts, and premiums that are rooted in a shared perspective of the subject company and the subject ownership interest. In Part 1 of the series, Chris Mercer and Travis ...