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Leading with Your Heart

How to Avoid Romance of the Deal through Cold-Hearted Diligence This paper attempts to address these issues while presenting summary critical considerations that can and do mitigate the likelihood of unintended consequences and deals that fail to deliver. Specifically, it will speak to how advisors and buyers can verify and substantiate the most critical and yet intangible value drivers in a deal. Recently, ...

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The Case of the Missing Post-Acquisition Income

Finding the Culprits Whatever happened to the expected post-acquisition income? The author identifies the potential culprits. One of my favorite games as a kid was the murder-mystery classic Clue. How many of you remember trying to deduce the culprit, the murder weapon and the room in which the attack took place? “I think it was Colonel Mustard in the kitchen with the candlestick.” “I think it was Mrs. Peac ...

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Big MAC II

Fresenius is the First (General) MAC in Delaware History (Part II of II) This is a follow-up article about the first seller that successfully terminated a deal in Delaware due to a MAC clause. The previous article addressed the General MAC clause. This article addresses the Regulatory MAC clause. Introduction This is a follow-up article about the first seller that successfully terminated a deal in Delaware ...

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Big MAC

Fresenius is the First (General) MAC in Delaware History (Part I of II) What did Big Foot, the Loch Ness Monster, aliens at Area 51, and Material Adverse Changes (MACs) in Delaware used to have in common? They all allegedly existed but their existence was never proven. That recently changed with a Delaware Chancery Court judge’s 246-page decision in October 2018 that was affirmed by the Delaware Supreme Cou ...

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Overview of Fair Value Considerations in Business Combinations

Bargain Purchase Transactions This article summarizes the fair value measurement guidance and financial accounting considerations in business combinations—and specifically, in bargain purchase transactions. This discussion also describes the principles of acquisition accounting as they relate to fair value measurement. And, this discussion describes many of the valuation analyst considerations regarding the ...

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Emotional Considerations for Transitions

Time to Check-in and Frankly Address those Emotional Issues Seller’s remorse is real and not being emotionally prepared to transition the business is as dangerous as the value and financial matters. The emotional component of the sale/transition is worth considerably more than the money you will receive for the business. In this article, Edwin Mysogland shares the importance of addressing the emotional issu ...

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Seeking the Seller’s Market: Family-Owned Businesses

Perils of Selling to Family Members and Delaying a Sale Now to Third Parties Are the increases in market multiples and the access to capital a sign of the impending surge of business exits? In this article, the author shares his views on selling to family members vis-à-vis to a non-heir third party, the perils of waiting to sell a business, discussing the valuation gap and seller’s expectations, and delayin ...

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Analyst Considerations of a Taxable Stock Purchase M&A Structure

Transaction Structure Considerations on Target Company Value Valuation analysts do not have to be investment bankers to value an M&A candidate, but they do need to understand taxable and non-taxable stock acquisitions. This discussion summarizes some of the tax benefits—and some of the tax complexities—associated with a taxable stock purchase deal structure. Although the analyst is not expected to be th ...

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2014 Purchase Price Allocation Study

The 2014 Purchase Price Allocation Study by Houlihan Lokey is complete and available for you to download.  Included in this study is their review of public filings for merger and acquisition transactions, and shows how they analyzed the portion of purchase consideration allocated to tangible assets, intangible assets, and goodwill. To download your complimentary copy, click: 2014 Purchase Price Allocation S ...

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Post-M&A Disputes

What Financial Advisors and Quantum Experts Should Consider in this Growing Market Neither the seller nor the buyer intends a dispute to arise as a result of a successful or failed M&A transaction. However, due to the economic importance of M&A decisions and the high purchase prices paid, contentious situations can be observed in around ten percent of all M&A transactions as studies have shown. ...

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Fairness Opinions and Down Markets

Does anyone know what the future holds for markets?  Perhaps fairness options can help financial advisors seek the answers they are looking for.  Jeff K. Davis, Managing Director of Mercer Capital’s Financial Institutions Group, explores this option and some issues to consider when deciding if it should be used in a falling market.   To read more about the results of this report in the Mercer Capital's ...

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Dissenting Shareholder Appraisal Rights and Shareholder Oppression Claims

Similarities and Differences in Securities Valuation Over the past three decades, the number of both dissenting shareholder appraisal rights claims and shareholder oppression claims have increased significantly. This increase has created a demand for forensic-related business and security valuation services. Valuation analysts are not legal counsel, of course. However, valuation analysts who practice in thi ...

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Treatment of Selling/Employee Shareholder

Transition Period Payments After a Business Acquisition Owner’s of closely held businesses will usually be required to remain active in the business after the same is sold. This article examines two key questions related to such post-transaction transition payments: (1) how much should the buyer pay to the sellers for these transition period services, and (2) how should these transition period payments be s ...

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Life Insurance Policy Audits

Dispute Defensible Best Practices, Part 3 of a three-part series In this third part, the last of a three part series, the author stresses that in order for a policy “review” or annual statement to rise to the level of a true “audit”, it needs to incorporate all elements of the above criteria. It needs to do this in a format providing actionable information. Without actionable information, a “review” cannot ...

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