BV News and Trends March 2023
A monthly roundup of key developments of interest to business valuation experts.
BVResearch Pro adds another issue of the ASA’s BV Review
Among many other resources, the BVResearch Pro platform contains the full archive of the Business Valuation Review going back to 1982.
The NICE Method Theory and Application
The Nonmarketable Investment Company Evaluation (NICE) Method, a valuation method under the Income Approach to value, determines the fair market value of noncontrolling equity interests in closely held investment entities such as family limited partnerships.1 In this paper I describe the theory of the method and the mechanics of its application in a valuation model. Recently, I have developed the Excel-based NICE-R Model, which is designed to be a transparent and user-friendly valuation tool.2 Finally ...
In re Navidea Biopharmaceuticals Litig.
A pharmaceuticals company sued its former CEO for, among other things, breach of contract and for a declaratory judgment establishing the contractual rights and obligations of the parties. This resulted in counterclaims by the former CEO, Michael Goldberg. Goldberg submitted for testimony of damages Terry Lee Orr, CPA. In this matter, the company sought to exclude Orr’s testimony and, absent his exclusion, to present their own expert, William F. Murray, CPA, as a rebuttal expert. Goldberg sought to exclude the testimony of Murray. The court excluded portions of Orr’s testimony and denied the exclusion of Murray as a rebuttal expert.
U.S. District Court Partially Excludes Witness in Securities Value Case and Allows Rebuttal Witness
A pharmaceuticals company sued its former CEO for, among other things, breach of contract and for a declaratory judgment establishing the contractual rights and obligations of the parties. This resulted in counterclaims by the former CEO, Michael Goldberg. Goldberg submitted for testimony of damages Terry Lee Orr, CPA. In this matter, the company sought to exclude Orr’s testimony and, absent his exclusion, to present their own expert, William F. Murray, CPA, as a rebuttal expert. Goldberg sought to exclude the testimony of Murray. The court excluded portions of Orr’s testimony and denied the exclusion of Murray as a rebuttal expert.
Valuing Shareholder 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 the first webinar of the three-part series, Chris Mercer ...
Court Sanctions SEC’s Novel, Alternative Disgorgement Measure (SEC v. Wyly I)
In lengthy, complex, and “highly unusual” securities fraud case involving numerous offshore trusts to affect tax deferral, court approves SEC’s alternative disgorgement calculation based on trading profits from the sale of registered securities.
Court Sanctions SEC’s Novel, Alternative Disgorgement Measure (SEC v. Wyly II)
In “highly unusual” securities fraud case involving numerous offshore trusts to enable defendants’ tax deferral scheme, court finds SEC’s disgorgement calculation based on unpaid taxes does not violate Tax Code and is best measure of ill-gotten gains.
SEC v. Wyly (I)
In lengthy, complex, and “highly unusual” securities fraud case involving numerous offshore trusts to affect tax deferral, court approves SEC’s alternative disgorgement calculation based on trading profits from the sale of registered securities.
SEC v. Wyly (II)
In “highly unusual” securities fraud case involving numerous offshore trusts to enable defendants’ tax deferral scheme, court finds SEC’s disgorgement calculation based on unpaid taxes does not violate Tax Code and is best measure of ill-gotten gains.
Access to restricted stock studies
I have a question regarding the Editors Column feature in the February 2002 issue of Shannon Pratts Business Valuation Update. On page 3, middle column, under "Empirical research shows holding period important," Dr. Pratt makes the following statements about the restricted stock studies ...
Private equity panel says market valuation multiples are down
The consensus of a panel of four private-equity partners at the Alliance of Merger & Acquisition Advisors (AM&AA) in Chicago, July 19, was that private equity funds are awash in capital to invest, but market value multiples are down from a year ago, and lenders have reduced tolerable debt-to-equity ratios for new loans. Thus, in spite of lower interest rates, the overall cost of capital is up from a year ago.
Tax Court Considers QMDM and Restricted Stock Studies in Determining Discount for Lack of Marketability
In November 1992, the Petitioners gifted shares of St. Edward Management Co. (the "Company") common stock to their children.
Janda v. Commissioner
In November 1992, the Petitioners gifted shares of St. Edward Management Company (the "Company") common stock to their children. Each gift represented approximately 5.3% of the outstanding shares of common stock. St. Edward Management Co. owned 94.6% of the common stock of the Bank of St. Edward (the Bank), a bank located in a small agricultural community in Nebraska.
Tax Court Determines Capital Gains Discount for Real Estate Holding Company
This issue in this estate tax matter is the fair market value of decedent's 82.76% interest in Valley Improvement Co. Inc. (VIC), a real estate holding company, as of Jan. 12, 1994.
Borgatello v. Commissioner
T.C. Memo. 200-264 UNITED STATES TAX COURT ESTATE OF CHARLES A. BORGATELLO, DECEASED, C. NORMAN BORGATELLO AND JOSEPHINE E. DONNELLY, CO-EXECUTORS, AND C. NORMAN BORGATELLO, SUCCESSOR TRUSTEE TO THE CHARLES A. BORGATELLO LIVING TRUST, Petitioners v. COMMISSIONER OF INTERNAL REVENUE, Respondent Docket No. 24756-97. Filed August 18, 2000. John W. Ambrecht and Gregory Arnold, for petitioners. Donna F. Herbert, for respondent. MEMORANDUM OPINION WELLS, Chief Judge: Respondent determined a deficiency of $3,424,504 in the ...
Tax Court Allows Capital Gains Discount for Real Estate Holding Company
The issue in this estate tax matter is the fair market value of decedent's 82.76% interest in Valley Improvement Co. Inc. (VIC), a real estate holding company, as of Jan. 12, 1994.
Built-In Capital Gains Considered in Build Up of the Marketability Discount
The Tax Court valued a real estate holding company using the net asset value method.
Yes, restricted stock studies do matter after 1990
I read the May 2000 edition of Business Valuation Update with interest. I was specifically attracted to the guest article that discussed restricted stock discount studies.
Restricted stock discounts decline as result of 1-year holding period
This article addresses the changes in the marketplace for restricted securities that have occurred since 1990 and the impact that those changes have had on the overall level of discounts for lack of marketability for these securities.
Restricted stock discounts, 1991-95
We're very pleased that Bruce chose Business Valuation Update for the initial publication of this latest in a long series of restricted stock discount studies.I think it's particularly useful that he empirically identifies three factors that impact the magnitude of the discount for lack of marketability.
ASA meeting brings fresh insights to business valuation professionals
n VALUATION FROM A FIDUCIARY PERSPECTIVE Norman P. Goldberg, J.D. U.S. Trust Co. Washington, D.C. Norman predicted that the 9th Circuit Court of Appeals decision in the case of Howard ...