Fair Market Value Opinions and Business Valuations for the Ambulance and EMS Industry: Help Is on the Way
The ambulance services system in the U.S. is a hodgepodge of private and public players. The private sector is highly fragmented with relatively few companies operating on a national or regional scale. Darcy Devine and Will Hamilton will focus on the opportunities and challenges for consolidators and investors in the ambulance arena, and teach what valuation methodologies work best for these companies and current market multiples for ambulance businesses. Despite their need for ambulance services ...
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.
Tax Court allows for ‘slight’ discount for lack of control for majority interests in real estate holding companies
In a gift and estate tax dispute, the estate and Internal Revenue Service agreed to apply discounts for lack of control and marketability to the majority interests in a number of real estate holding companies.
Scalia v. Reliance Trust Co.
In an evolving ESOP case, court says DOL’s allegations that ESOP trustee and various directors engaged in breaches of fiduciary duties and caused the ESOP to enter a prohibited transaction (i.e., overpaid for company stock) require “fact-intensive inquiry” and cannot be resolved on summary judgment.
Court Says DOL Claims in ESOP Case Require ‘Fact-Intensive Inquiry’ and Denies Motions for Summary Judgment
In an evolving ESOP case, court says DOL’s allegations that ESOP trustee and various directors engaged in breaches of fiduciary duties and caused the ESOP to enter a prohibited transaction (i.e., overpaid for company stock) require “fact-intensive inquiry” and cannot be resolved on summary judgment.
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.
Tax Court Allows for ‘Slight’ Discount for Lack of Control for Majority Interests in Real Estate Holding Companies
In a gift and estate tax dispute, the estate and Internal Revenue Service agreed to apply discounts for lack of control and marketability to the majority interests in a number of real estate holding companies. The U.S. Tax Court noted that, in prior decisions, the court found no discount for lack of control applied. However, given the parties’ agreement, here, the court said it would apply a “slight” or “low” discount.
Estate of Warne v. Commissioner
In a gift and estate tax dispute, the estate and Internal Revenue Service agreed to apply discounts for lack of control and marketability to the majority interests in a number of real estate holding companies. The U.S. Tax Court noted that, in prior decisions, the court found no discount for lack of control applied. However, given the parties’ agreement, here, the court said it would apply a “slight” or “low” discount.
Conceptual Overview of the Integrated Theory
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. This first webinar in the three-part series sets the stage ...
DOL and Professional Fiduciary Services settle ESOP suit
The DOL recently settled a suit against Professional Fiduciary Services (PFS) related to a 2012 transaction in which PFS served as trustee in an ESOP acquisition of outstanding company stock.
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.
The Top Valuation and Damages Cases of 2020
Our pick of valuation-related court cases includes state and federal court decisions covering many areas of law that dealt with novel issues of law or, in some way, enhanced our understanding of valuation and damages issues as they arose in a litigation setting.
Indiana Supreme Court Rejects Blanket Rule Against Discounts in Compulsory, Closed-Market Share Buyback
High court says there is no blanket rule against the use of discounts in a compulsory, closed-market buyback; parties’ freedom to contract right allowed for discounts under shareholder agreement that mandated buyback of plaintiff’s minority interest by company under fair market value standard.
Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman II)
High court says there is no blanket rule against the use of discounts in a compulsory, closed-market buyback; parties’ freedom to contract right allowed for discounts under shareholder agreement that mandated buyback of plaintiff’s minority interest by company under fair market value standard.
Navigation Through the Maze in Complex Debt Instruments Valuation
Global convertible security issuance has surged in the wake of the COVID-19 outbreak as companies rush to raise cash to see them through the economic impact. This has resulted in an increase in demand for fair valuation requirement for convertible instruments. However, determination of fair value of convertible instruments can be a challenging task. Multiple provisions and attributes of the underlying security need to be considered and modeled. Join Mark Zyla, Rajesh C. Khairajani, and ...
Total Beta—Where Does It Fit in Valuation Theory
The valuation of any company by the discounted cash flow method is divided into two different tasks: forecasting cash flows and discounting these same cash flows using the appropriate discount rate. The latter requires a good understanding of the risks faced by the subject company's cash flows to be able to determine the appropriate risk premia to compensate a typical willing buyer and satisfy a typical willing seller. There is a high level of ambiguity ...
Journal of Business Valuation 2020 Edition
From the CBV Institute ...
Vinoskey reply brief refutes DOL’s stock value and control claims
Argument continues in the contentious Vinoskey ESOP litigation, which is now in the 4th Circuit where the remaining defendant, Adam Vinoskey, has appealed the district court’s liability and damages findings.
BVU News and Trends December 2020
A monthly roundup of key developments of interest to business valuation experts.
Stark Differences from the Inside Out: Two Key Responders Discuss The Final Stark Regulations for FMV and Commercial Reasonableness
The Stark regulations have been updated. What has changed and how does it impact value? Mark Dietrich and Tim Smith were two major contributors of public comments to the Centers for Medicare & Medicaid (CMS) for the updated Stark regulations with over 100 pages of newly written material that was influential in the development of the final regulatory definitions for FMV and commercial reasonableness. In addition, they included over a dozen chapters from the BVR/AHLA ...
In re Kinser Group LLC
In § 506(a) hotel valuations, bankruptcy court finds creditor’s experienced expert premised appraisals on “fundamentally flawed” base assumption that hotels would be sold on the valuation date, where debtor’s plan said debtor would retain and operate hotels; court said replacement value applied.
Expert’s Failure to Review Debtor’s Reorganization Plan Results in ‘Defective’ Hotel Appraisals
In § 506(a) hotel valuations, bankruptcy court finds creditor’s experienced expert premised appraisals on “fundamentally flawed” base assumption that hotels would be sold on the valuation date, where debtor’s plan said debtor would retain and operate hotels; court said replacement value applied.
Physician Compensation and Valuation: Administering Top Tier Treatment
Assessing physician compensation is a critical component in valuing a physician practice. Many external factors, including the COVID-19 pandemic and proposed changes to the Medicare Physician Fee Schedule, have had and will continue to have significant impacts on physician compensation and associated practice valuations. In this discussion, Derek Long and Katie Culver will explain how physician compensation is analyzed in the context of valuation along with various factors that can influence it, both internally and ...
Parties’ agreement complicates spousal support calculation in S corp context
Instead of facilitating a resolution, a separation agreement between the divorcing spouses led to a protracted lawsuit.