A Primer on Bargain Purchases and Negative Goodwill
When a change of company control occurs, such as an acquisition, a valuation of the assets acquired must be performed to be compliant with generally accepted accounting principles, as mandated by the Financial Accounting Standards Board (FASB) and addressed in Accounting Standards Codification (ASC) 805: Business Combinations. This type of exercise is commonly referred to as a purchase price allocation, since the purchase price of the subject company is allocated across all tangible and intangible ...
IP more prevalent in PPAs, says Houlihan Lokey study
Trademarks and trade names were identified in 50% of M&A deals in 2015, up from 45% in 2014, according to the 2015 Purchase Price Allocation Study from Houlihan Lokey.
Buyer’s Failure to Assign Value to Practice Goodwill Nullifies Noncompete
Appeals court says noncompete/nonsolicitation clauses accompanying sale of solo practitioner’s medical practice to large healthcare provider are unenforceable where buyer allocated zero dollar value to practice’s goodwill; court strikes down injunction.
Recent analyses examine extent of intangibles in PPAs
Intangible assets average 30% of the purchase consideration (PC) and goodwill averages 38% of the PC, according to the Houlihan Lokey 2014 Purchase Price Allocation Study. A different analysis of over 6,000 purchase price allocations finds that the ratio of intangible assets to total assets is 72%. This is according to the second edition of Benchmarking Identifiable Intangibles and Their Useful Lives in Business Combinations.
Healthcare v. Orr
Appeals court says noncompete/nonsolicitation clauses accompanying sale of solo practitioner’s medical practice to large healthcare provider are unenforceable where buyer allocated zero dollar value to practice’s goodwill; court strikes down injunction.
High Company-Specific Risk Adjustment Distorts Valuation
In a buyout case, the court finds that, in reselling company, defendants undervalued rollover equity interest by double counting risks specific to the company in order to avoid triggering windfall provision in prior sales agreement favorable to plaintiff.
Charron v. Sallyport Global Holdings, Inc.
In a buyout case, the court finds that, in reselling company, defendants undervalued rollover equity interest by double counting risks specific to the company in order to avoid triggering windfall provision in prior sales agreement favorable to plaintiff.