BV News and Trends February 2024
A monthly roundup of key developments of interest to business valuation experts.
Practice opportunity in new SEC rules for private funds
There is a “big opportunity” for valuation practitioners as well as accounting and attestation firms as a result of the new SEC rules designed to enhance the regulation of private fund advisers, remarked Justin Kuczmarski (NAV Valuation & Advisory LLC) during a session at the 2023 ASA International Conference recently in New Orleans.
Business Valuation Case Law Yearbook, 2023 Edition
January 2023 PDF, Softcover (195 pages)
BVR (editor)
Business Valuation Resources, LLC
Roundup of Recent and Planned Updates to Valuation Standards and Guidance
A recap for valuation experts, includes updated valuation standards charts, new planned guidance from the AICPA and The Appraisal Foundation, SEC rules, FASB projects, lease accounting, Rule 702, proposed legislation, and more.
Secret witnesses may appear in overvaluation case
In a New Jersey class action, plaintiff shareholders of publicly held Ascena Retail Group alleged that the company misrepresented the value of its goodwill and trade names to inflate the stock price artificially.
In re Ascena Retail Grp., Inc. Sec. Litig.
In this securities putative class action litigation, plaintiff shareholders alleged that the defendants (Ascena) misrepresented the value of Ascena’s goodwill and trade names in order to inflate Ascena’s stock price artificially. In June 2017, Ascena announced an impairment charge to those assets of $1.3 billion “causing Ascena's already-declining share price to fall precipitously. Ascena ultimately declared Chapter 11 bankruptcy in July 2020.” The defendants moved to dismiss for failure to plead material misrepresentation or scienter or both. The court granted the motion to dismiss but allowed the plaintiffs to amend their complaint.
New Jersey U.S. District Court Dismisses Plaintiffs’ Complaint That Public Company Defendant Overvalued Its Goodwill
In this securities putative class action litigation, plaintiff shareholders alleged that the defendants (Ascena) misrepresented the value of Ascena’s goodwill and trade names in order to inflate Ascena’s stock price artificially. In June 2017, Ascena announced an impairment charge to those assets of $1.3 billion “causing Ascena's already-declining share price to fall precipitously. Ascena ultimately declared Chapter 11 bankruptcy in July 2020.” The defendants moved to dismiss for failure to plead material misrepresentation or scienter or both. The court granted the motion to dismiss but allowed the plaintiffs to amend their complaint.
How Direct Loan Market Participants Are Handling the Handoff From LIBOR to SOFR
The transition from the London interbank offered rate (LIBOR) to the secured overnight fund rate (SOFR) will continue to present challenges for private lenders and their operating and valuation teams as long as loan portfolios have a mix of LIBOR- and SOFR-based deals and as long as there are numerical differences between term SOFR and term LIBOR. The author is chairman of Valuation Research Corp. and head of its portfolio securities valuation practice.
Highlights from the NYSSCPA BV conference
BVWire attended the New York State Society of CPAs’ Business Valuation and Litigation Services Conference, and—as always—it was an excellent event.
SEC v. Bluepoint Inv. Counsel
This case dealt with a suit by the SEC against the defendants for alleged violations of the Securities Act. The ruling digested here was a short ruling on motions in limine. The key motion considered here was a motion to exclude evidence of Amiran’s value not known by GTIF (a plaintiff’s entity) when valuations were prepared. The court denied the motion to exclude the SEC’s expert on the basis that she used information that was known or knowable. The court noted that her assumptions can be challenged on cross-examination.
U.S. District Court Rules on Known or Knowable Issue and Allows Testimony of SEC Valuation Expert—Can Be Challenged on Cross-Examination
This case dealt with a suit by the SEC against the defendants for alleged violations of the Securities Act. The ruling digested here was a short ruling on motions in limine. The key motion considered here was a motion to exclude evidence of Amiran’s value not known by GTIF (a plaintiff’s entity) when valuations were prepared. The court denied the motion to exclude the SEC’s expert on the basis that she used information that was known or knowable. The court noted that her assumptions can be challenged on cross-examination.
Blockage Discounts: How Volume Can Impact Value
Join Pasquale Rafanelli for an exciting look into the complex topic of blockage. Learn what blockage is and how to apply it when valuing securities, stocks, and even artwork. Understand how blockage is different than a discount for lack of marketability. With real-world examples that are applicable to your practice, this event will help you build a defensible conclusion.
Business Valuation Case Law Yearbook, 2022 Edition
January 2022 PDF, Softcover (177 pages)
BVR (editor)
Business Valuation Resources, LLC
The legal coverage and in-depth analysis from the BVR legal team deliver lessons learned to help appraisers reach better and more defensible valuation conclusions. All the cases featured in this book impart important lessons about applicable legal principles, approved and discredited valuation methodology, and the act (and art) of presenting expert opinions. This must-have collection benefits both the generalist as well as the specialist.
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SEC Comment Letters Reveal COVID-19 Impacts—and Much More
How to benefit from the great deal of useful information about fair value measurement issues in comment letters the Securities and Exchange Commission (SEC) sends after it reviews public companies’ financial statements and disclosures.
New case to address goodwill impairment dispute
Goodwill impairment does not appear often in litigation, but a court case in Tennessee will go forward after a judge ruled not to dismiss the plaintiff’s claims.
Special Purpose Acquisition Companies: Practical Insights for Valuation Professionals
SPACs have become a common vehicle for management to take companies public. The valuation of SPAC shares and warrants often requires the use of more complex statistical techniques such as option pricing models and Monte Carlo simulation and a detailed review of contractual terms in the SPAC prospectus and securities agreements. Join Antonella Puca, who will focus on practical considerations and case studies. This webinar is meant to help you address the special challenges of ...
BV News and Trends August 2021
A monthly roundup of key developments of interest to business valuation experts.
Malpractice Insurer Not Required to Defend Valuation Firm for Claim Alleging Securities Fraud
This case featured a motion to dismiss a claim from an insured that the plaintiff, Great American, was required to defend the defendant, Stout, against a claim by ESOP plaintiffs that Stout committed “federal securities fraud.” While the Great American policy covered valuation services, the policy also featured an exclusion for claims against the insured for securities violations.
Great Am. Fid. Ins. Co. v. Stout Risius Ross, Inc.
This case featured a motion to dismiss a claim from an insured that the plaintiff, Great American, was required to defend the defendant, Stout, against a claim by ESOP plaintiffs that Stout committed “federal securities fraud.” While the Great American policy covered valuation services, the policy also featured an exclusion for claims against the insured for securities violations.
Strougo v. Tivity Health, Inc.
In this case regarding alleged fraud in the purchase or sale of securities, the defendants pled a motion to dismiss the plaintiffs’ claims. The parties categorized the defendants’ alleged misstatements into two groups: (1) the Nutrisystem claim, where the defendants allegedly misled investors as to the success of the Nutrisystem acquisition; and (2) the goodwill claim, where the defendants allegedly impaired goodwill by carrying goodwill at a value that exceeded its implied fair value. The court denied the motion to dismiss.
Court Denies a Motion to Dismiss Plaintiffs’ Claims That Defendants “Hid” Losses and Impaired Goodwill
In this case regarding alleged fraud in the purchase or sale of securities, the defendants pled a motion to dismiss the plaintiffs’ claims. The parties categorized the defendants’ alleged misstatements into two groups: (1) the Nutrisystem claim, where the defendants allegedly misled investors as to the success of the Nutrisystem acquisition; and (2) the goodwill claim, where the defendants allegedly impaired goodwill by carrying goodwill at a value that exceeded its implied fair value. The court denied the motion to dismiss.
SEC comment letters uncover COVID-19 disclosures per PwC analysis
Valuable information can be gleaned about fair value measurement issues from comment letters the Securities and Exchange Commission (SEC) sends after it reviews public companies’ financial statements and disclosures.
Financial reporting watchdogs ‘too lenient,’ say investors
The investor community is pressing the SEC to overhaul its financial reporting infrastructure as well as the PCAOB and FASB (overseen by the SEC), saying the watchdogs “are too lenient towards businesses and the accounting and auditing industry, especially the Big Four firms, that serves the businesses at the expense of investors who provide the capital,” according to an article in Accounting and Compliance Alert.
Illiquidity Discounts for Restricted Equity Securities with Random or Indefinite Liquidity Horizons
Illiquidity discounts depend on the length of the trading restriction period. Existing theoretical restricted stock discount models are adapted to situations in which the trading restriction period has a well-defined fixed length. In many scenarios, the private equity investor faces a liquidity horizon that may be random or indefinite rather than of known fixed length. Stillian Ghaidarov will review a simple and robust methodology that allows us to extend the use of restricted stock discount ...
Power Panel: Live Expert Answers for Today's Tough BV Questions
What is going on next in BV? While we don’t have a crystal ball, we do have the next best thing. Thought leaders Jay Fishman, Neil Beaton, Ray Rath, and Stacy Collins on hand to answer your questions on what is changing, trends within the profession, and thought processes behind tackling tough problems. What’s more, if you send in a video of yourself asking the question, you will get free admission to the session. Use ...