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Buyers and Sellers Can Benefit from Use of Earnouts

Must Know Accounting Rules Earnouts are often used in transactions to bridge the gap between what a buyer is willing to pay up front and what a seller wants in the way of total compensation to complete a deal. Therefore, earnouts are typically constructed to allow the seller to enjoy additional upside if the acquired company reaches certain performance targets after the sale while providing the buyer with d ...

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Case Law Update

Highlighting Recent Delaware Court Cases In this Case Law Update, three recent Delaware Court cases are reviewed. Two cases focus on whether the deal value is fair value and the third focuses on matters discovered following approval of a merger and who has standing to sue and what remedy, if any, is available to the disgruntled plaintiffs. The first two cases also delve into the role of experts, inputs that ...

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In re Appraisal of DFC Global

A Study of the Experts’ Inputs and Court Opinion How does a court go about deciding a valuation case when two experts oppose each other? The author examines the DFC Global Corporation decision to see what that reveals and how that may impact an expert’s future engagement. The author finds three takeaways for readers. ...

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The SWS Group, Inc., Chancery Court Appraisal Decision

Fair Value Not Based on the Merger Price (Part II of II) This is the second of a two-part article (read part one here) that focuses on the SWS Group, Inc. case and the interplay between merger price and fair value. In earlier cases, the Delaware Court of Chancery rejected a merger price indication in favor of its own discounted cash flow analysis. Yet, in the SWS Group, Inc. appraisal decision, instead of a ...

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The SWS Group, Inc., Chancery Court Appraisal Decision

Fair Value Not Based on the Merger Price, Part I of II This is a two-part article that focuses on the SWS Group Inc. case and the interplay between merger price and fair value. In earlier cases the Delaware Court of Chancery rejected a merger price indication in favor of its own discounted cash flow analysis. Yet, in the SWS Group, Inc., appraisal decision, instead of a decision supporting a higher fair val ...

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PCAOB Inspection Scrutiny of Fair Value Measurement Continues

Fair value measurement has been a hot topic during the last few years, increasingly attributable to PCAOB identified audit deficiencies and heightening scrutiny over the existing fair value framework and related auditing standards.  In this post, we take a look at the causes of attention and recent responses from professionals and professional organizations. To read the full article in Mercer Capital's Fina ...

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New Market Evidence Confirms Control Premium Best Practices

The Appraisal Foundation’s forthcoming VFR Valuation Advisory #3, The Measurement and Application of Market Participant Acquisition Premiums (Advisory #3) sets forth best practices for measuring and evaluating the reasonableness of valuation premiums applied in (or implied by) fair value measurements of controlling interests in business enterprises.  Travis Harms, Mercer Capital’s Financial Reporting Valuat ...

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Trends Influencing the Fair Value of Private Equity and Venture Capital Portfolio Investments

In Mercer Capital’s most recent issue of Portfolio Valuation: Private Equity and Venture Capital Marks and Trends, they provide a brief digest and commentary of some of the most relevant market trends influencing the fair value of private equity and venture capital portfolio investments.  Key highlights are covered in their Third Quarter 2017 newsletter. To read the full article in Mercer Capital's Financia ...

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The Economic Balance Sheet

and its Application to Enterprise Valuation The value of a firm must equal the value of the claims on its assets. In practice, this is generally expressed as the value FIRM = value DEBT + value EQUITY. Similarly, in a balance sheet prepared in accordance with generally accepted accounting principles (GAAP), assets = liabilities and equity. By comparison, an economic balance sheet is constructed using market ...

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Relevant Market Trends Influencing the Fair Value of Private Equity and Venture Capital Portfolio Investments

In our most recent issue of Portfolio Valuation: Private Equity and Venture Capital Marks and Trends, we provide a brief digest and commentary of some of the most relevant market trends influencing the fair value of private equity and venture capital portfolio investments.  In this blog, there are key highlights covered in our Second Quarter 2017 newsletter. To read the full article in Mercer Capital's Fina ...

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Using the Option Pricing Method Changes the Standard of Value

Does the IRS or Anyone Care? (Part II of II) Part one of this article presented the “current method” and “option pricing method” (OPM) for allocating value to common stock for 409a valuations, and how these two methods differ in pricing of common stock. Part two examines the implied changes made by OPM and how it affects stakeholders. The article begins with a brief review of the key impacts on the valuatio ...

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Using the Option Pricing Method Changes the Standard of Value

Does the IRS or Anyone Care? (Part I of II) In part one of this two-part article, the author presents the two methods for allocating value to common stock for 409a valuations, and then show how they affect the pricing of common stock. By way of background, to meet FMV, the standard of value requires measuring value under the representation of a hypothetical willing buyer and a hypothetical willing seller, b ...

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Does it Matter Who Drives Uber?

Acknowledged king of the unicorns, Uber has raised over $8.8 billion of private funding since its founding in 2009, most recently at an equity value reported to be on the order of $70 billion.  In the wake of a highly-publicized internal investigation of the culture at the ride-sharing firm and a recent personal tragedy, founder Travis Kalanick is reportedly contemplating a three-month leave of absence from ...

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5 Things to Know about Fair Value and Equity Investments

New rules from the FASB regarding how entities will have to measure certain equity investments  may lead to increased earnings volatility and additional fair value complexities.  Lucas Parris, senior member of Mercer Capital’s Financial Reporting Valuation Group, discusses five things to know about the new rules and some questions to consider. To read the full article in Mercer Capital's Financial Reporting ...

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Fair Value Measurements

In the Crosshairs of Regulators In this article, Mark Zyla of Acuitas discusses trends in fair value measurements in financial reporting and enforcement actions. Mr. Zyla notes that financial reporting is increasingly scrutinized by regulators. He observes that recent inspection reports of accounting firms that audit publicly traded entities by the Public Company Accounting Oversight Board (PCAOB) have indi ...

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Portfolio Valuation and Regulatory Scrutiny

Over the past decade, we have been retained by several investment funds to assist them in responding to formal and informal SEC investigations regarding fair value measurement of portfolio investments.  Reflecting back on those engagements yields a couple observations and reminders for funds and fund managers as they go through the quarterly valuation process.  Travis Harms, Mercer Capital’s Financial Repor ...

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Market Participant Perspectives

Mercer Capital started writing weekly about fair value reporting in 2013.  Looking back over more than three years and 150 posts, it seemed an opportune time for them to review their posts and compile what might, for lack of a better term, be called a “Greatest Hits” collection of their favorites.  Travis Harms, lead of Mercer Capital’s Financial Reporting Valuation Group, introduces you to their new book e ...

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Purchase Price Allocations in the Lab Services Industry

Mergers and acquisition activity relays much information to the general public.  Following an M&A transaction, acquirer companies conduct purchase price allocations (PPAs) to measure the fair value of various tangible and intangible assets of the acquired business.  Karolina Calhoun, senior financial analyst with Mercer Capital, discusses that the Mercer Capital Lab Services Newsletter observes and anal ...

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Fairness Considerations for Mergers of Equals

Wall Street generally does not like MOEs unless the benefits are utterly obvious and/or one or both parties had no other path to create shareholder value. In some instances, MOEs may be an intermediate step to a larger transaction that unlocks value. Jeff Davis, managing director of Mercer Capital’s Financial Institutions Group, explains. To read the full article in Mercer Capital's Financial Reporting Blog ...

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