Discounts inappropriate in valuing minority interest in mandatory buyback, appeals court rules
When a minority shareholder in an Indiana company was terminated as a director and officer, a dispute arose over whether, under a buyback agreement, the use of discounts for lack of control and marketability was permissible in valuing his shares.
Clark v. Clark
On use of marketability and minority discount in valuing wife’s minority interest in husband’s company, state Supreme Court rejects bright-line rule, noting importance of case-by-case analysis and giving trial court flexibility in apportioning assets; fair market value standard drives valuation.
South Carolina Supreme Court Rejects Categorical Approach to Discounts in Divorce Valuations
On use of marketability and minority discount in valuing wife’s minority interest in husband’s company, state Supreme Court rejects bright-line rule, noting importance of case-by-case analysis and giving trial court flexibility in apportioning assets; fair market value standard drives valuation.
Robinson v. Langenbach
State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.
High Court Says Context Supports Use of Discounts in Buyout From Shareholder Oppression
State high court upholds trial court’s use of DLOM and minority discount in buyout of minority interest resulting from shareholder oppression; court says there is no “fixed set of factors” trial court must consider for fair value calculation; “context is crucial” and here justified discounts.
Valuation and Covid-19 Update: BVR Townhall and Q&A
In part two of this town hall-style event, Michelle Gallagher, Gary Trugman, Stacy Collins, and Harold Martin talk through key impacts of COVID-19 on valuation issues. From cost of capital to family law to guideline companies, the impact on the inputs, approaches, and the business we value is profoundly felt. Experts who have weathered financial crises before are doing a yeoman’s job of keeping current with the ever-changing information. Send early questions and comments to ...
In Mandatory Buyback, Indiana Appeals Court Disallows Use of Discounts
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Hartman v. BigInch Fabricators & Construction Holding Co., Inc. (Hartman I)
In dispute about valuation of terminated shareholder’s minority interest, appeals court finds the trial court erred when it allowed discounts for lack of control and marketability; under controlling case law, discounts are inappropriate where the buyback is mandatory and to the controlling party.
Global BVU News and Trends April 2020
Business valuation news from a global perspective.
Market Volatility and Its Impact on the Valuation Advisors Pre-IPO Database
The recent stock market volatility has ripple effects on pre-IPO studies, which are used to estimate a discount for lack of marketability (DLOM).
Magarik v Kraus
In buyout dispute, court rejects departing shareholder’s valuation based on income and market approach, where DCF model relied on company projections used for a bank loan that were never realized and, based on evidence, were “not accurate”; court says market approach used “incorrect comparables.”
Court Discredits Valuation Based on Unrealistic Projections and Incorrect Comparables
In buyout dispute, court rejects departing shareholder’s valuation based on income and market approach, where DCF model relied on company projections used for a bank loan that were never realized and, based on evidence, were “not accurate”; court says market approach used “incorrect comparables.”
Extreme Uncertainty: How Valuation Experts Should Respond to Today’s Volatility and Risk
In this town hall-style event, Michelle Gallagher, Gary Trugman, Stacy Collins, and Harold Martin talk through key impacts of COVID-19 on valuation issues. From cost of capital to family law to guideline companies, the impact on the inputs, approaches, and the business we value is profoundly felt. Experts who have weathered financial crises before are doing a yeoman’s job of keeping current with the ever-changing information. Send early questions and comments to questions@bvresources.com. Invite your ...
SRO Crowd Sees Latest Update to Leading Pre-IPO Study
The largest audience for a BVR webinar in recent memory watched as Brian Pearson put the Valuation Advisors Lack of Marketability Discount Study through its paces. Pearson, the creator of the study, discussed new data added in 2019, misconceptions and criticisms of pre-IPO data, and uses for the data that extend beyond estimating a DLOM.
Introducing the Rudich/Jaroudi BIZCOMPS DLOM Study
The authors do an analysis of the BIZOMPS database of sales of small private companies to uncover an imbedded discount for lack of marketability (DLOM) in a specific industry. The authors would like feedback on this study and methodology.
Tales From the Trenches: How Recent Challenges with the IRS Impact Your Valuation
With a special focus on the recent Aaron U. Jones (USTC TCM 2019-101) case regarding tax affecting an S corp and a partnership, this workshop is the best way to get IRS insights short of going into litigation. Get real insights on how to avoid and what to do if working with the IRS on business valuation issues at all levels. Join Mike Gregory as he dives into conflict resolution (with assistance from the Collaboration ...
5th Circuit Upholds Tax Court’s Characterization of Interest and Discount Rulings
5th Circuit affirms Tax Court’s ruling that decedent’s transferred interest is limited partner, not an assignee, interest; appeals court says estate’s related challenge to Tax Court’s valuation reflects disagreement with characterization of interest, not value computation; valuation holds up.
Estate of Streightoff v. Commissioner (II)
5th Circuit affirms Tax Court’s ruling that decedent’s transferred interest is limited partner, not an assignee, interest; appeals court says estate’s related challenge to Tax Court’s valuation reflects disagreement with characterization of interest, not value computation; valuation holds up.
Tax Court spurns IRS’ gift tax valuation theory and methodology
In a gift tax dispute, the U.S. Tax Court recently found for the taxpayer when it rejected the unusual reasoning and methodology the Internal Revenue Service’s trial expert proposed to keep low the discounts applicable to the nonvoting membership units in two limited liability companies (LLCs).
A sad note …
The American Society of Appraisers announced that ASA International Past President Ronald M. Seaman, FASA, passed away at 88 years old on Tuesday, March 10.
Grieve v. Commissioner
In gift tax dispute, Tax Court rejects IRS expert’s valuation of noncontrolling, nonmarketable interests in two LLCs; expert proposed valuation theory and method were intended to lower opposing experts’ minority and marketability discounts but lacked support in facts, case law, or among peers.
Tax Court Rejects IRS’ Value Analysis, Finding It Assumes Additional Actions Not ‘Reasonably Probable’
In gift tax dispute, Tax Court rejects IRS expert’s valuation of noncontrolling, nonmarketable interests in two LLCs; expert proposed valuation theory and method were intended to lower opposing experts’ minority and marketability discounts but lacked support in facts, case law, or among peers.
Pre-IPO Studies Endure to Retain Foothold in the DLOM Toolbox
Pre-IPO studies have withstood criticisms and court challenges to remain a viable method for developing a discount for lack of marketability (DLOM). Over a third (38%) of valuation experts use them, according to a survey. The article includes an interview with Brian Pearson of Valuation Advisors, a provider of the largest pre-IPO study.
New study gleans DLOMs from the BIZCOMPS database
Imbedded discounts for lack of marketability (DLOMs) have been uncovered in a new study of the BIZCOMPS database of sales of small private companies.
Journal of Business Valuation 2015 Edition
From the CBV Institute ...