Reader Question: How Much Is a Discount for Lack of Voting Rights?
In response to a reader question, we put the BVResearch Pro platform to work to reveal what the studies, valuation textbooks, and court cases say about a discount for nonvoting stock—more than enough material to estimate and substantiate an opinion.
BV News and Trends January 2021
A monthly roundup of key developments of interest to business valuation experts.
Silver lining to Vinoskey ESOP appeal decision
In the well-publicized Vinoskey ESOP case (our latest coverage is here), the appellate court affirmed the district court in deciding that the company owner had extensive knowledge about the company and its prior valuations, and, thus, it was plausible to infer that “something was off.”
Updated ‘Stout Restricted Stock Study Companion Guide’ available
The most widely used restricted stock transaction database for providing empirical support for a discount for lack of marketability (DLOM) is the Stout Restricted Stock Study (formerly FMV Opinions).
Business Valuation Update Yearbook, 2022 Edition
January 2022 PDF (454 pages)
BVR (editor)
Business Valuation Resources, LLC
An Inside Look at the Landmark ESOP Valuation Case
For over a decade, the Department of Labor has not lost a major ESOP case on a valuation issue, but its winning streak ended with Walsh v. Bowers. The case involves many key valuation issues, and Ken Pia (Marcum LLP) and Ian Rusk (Rusk O’Brien Gido + Partners LLC), expert witnesses for the defense, give their insights.
BV News and Trends November 2021
A monthly roundup of key developments of interest to business valuation experts.
Collins v. Tabs Motors of Valley Stream Corp.
In this New York business divorce case, the court held that the shareholders agreement was enforceable, as well as the stipulated value of the buyout price as determined in Schedule B of the shareholders agreement. Claims by petitioners of breach of fiduciary duty and related claims, including a years-old certificate of value, were not sufficient to overcome the unambiguous terms of the buy-sell agreement.
In a New York Business Divorce, a Petition for Dissolution Triggers Buy-Sell Agreements
In this New York business divorce case, the court held that the shareholders agreement was enforceable, as well as the stipulated value of the buyout price as determined in Schedule B of the shareholders agreement. Claims by petitioners of breach of fiduciary duty and related claims, including a years-old certificate of value, were not sufficient to overcome the unambiguous terms of the buy-sell agreement.
Key ESOP case underlines importance of the management interview
In the published opinion in the groundbreaking recent Walsh v Bowers ESOP case, the court noted that the DOL’s valuation expert’s “failure to follow Uniform Standards of Professional Appraisal Practice (USPAP) introduced substantial errors into [his] analysis.”
Will the landmark ESOP valuation case open the door?
During an amazing webinar with the testifying experts in the recent Walsh v Bowers ESOP case, a question came in from the audience: “Do you think this case will open the door for the Department of Labor and the valuation profession to work together to develop guidance around ESOP valuations?”
Landmark ESOP Ruling: Inside the Walsh v. Bowers Case with the DOL
Join experts Ken Pia and Ian Rusk for a deep dive into the recent ESOP case decision involving the Department of Labor, a Hawaii-based ESOP company (Bowers & Kubota), the ESOP’s trustee, and selling shareholders. Many key valuation issues and standards were addressed through expert testimony and later in the district court’s decision. The expert witnesses for the defense will walk the participants through each phase of the case through the trial and court’s decision.
Latest issue of the ASA BVReview now in BVRPro
The BVResearch Pro platform contains the full archive of BVReview (going back to 1982!), the business valuation journal of the American Society of Appraisers.
Experts in landmark ESOP valuation case give the inside story
For over a decade, the Department of Labor has not lost a major ESOP case on a valuation issue, but its winning streak ended with Walsh v. Bowers.
A Current View of the Restricted Stock Studies and Restricted Stock Discounts
Although there is relevant evidence in some restricted stock studies that can be helpful for marketability discount determinations, comparisons with average discount observations from these studies do not provide a meaningful methodology to estimate marketability discounts. We conclude this despite the fact that too many valuation analysts continue to rely on simplistic comparisons with averages of restricted stock discounts from dated studies in their marketability discount determinations.
Insurer not required to defend valuation firm in ESOP lawsuit
A valuation firm can no longer force its professional liability insurer to defend a lawsuit challenging the firm’s ESOP valuation because the case’s surviving claim falls under a policy exclusion, a federal court has ruled.
Red Flags Appear in BVR’s DLOM Survey Results
There are a number of areas of concern in the responses to BVR’s recent survey on methodology and practice for estimating a discount for lack of marketability (DLOM).
Major win in ESOP valuation case vs. DOL
A district court has ruled “decisively” against the Department of Labor (DOL) in an ESOP valuation case, stressing that the DOL failed to follow standard valuation practices.
Mercer chimes in on BVR DLOM survey
“Our profession has a long way to go in terms of understanding what DLOMs, or marketability discounts, really are,” concludes Chris Mercer (Mercer Capital) in his analysis of BVR’s 2021 DLOM survey.
Walsh v. Bowers
A district court has ruled “decisively” against the Department of Labor (DOL) in an ESOP valuation case, stressing that the DOL failed to follow standard valuation practices.
District Court Rules ‘Decisively’ Against the DOL in an ESOP Overvaluation Case
The Department of Labor sued the defendants, which included two individual owners, Bowers & Kubota Consulting Inc. and the Bowers & Kubota ESOP, alleging that the defendants had violated ERISA laws by manipulating data to induce the ESOP to pay $40 million for the shares of the individual shareholders that the DOL claimed was in excess of the fair market value of the shares. After extensive testimony of valuation experts and analysis of the facts of the case, the court determined that no ERISA violations have been established.
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.
Recap of recent BV cases of note
A number of recent cases have emerged that contain various valuation issues.
Full results of DLOM survey now available
BVR’s survey on methodology and practice for estimating a discount for lack of marketability (DLOM) garnered over 200 responses.