Consider the Tax Consequences of Stock Awards, Stock Option Awards, and Partnership Profits Interests This discussion summarizes what analysts need to know about the taxation issues and the security valuation issues related to private company equity incentive compensation programs. It focuses on both the taxation aspects and the valuation aspects of implementing an equity incentive compensation plan at a private company. This discussion is not intended to provide legal, accounting, or taxation advice. The scope of this discussion is limited to stock awards, stock options, and partnership profits interests. Introduction Valuation analysts (analysts) often work with private companies (and particularly…
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A Review of Everett P. Harry, III and Jeffrey H. Kinrich’s 2022 Second Edition In 2017, Everett P. Harry, III and Jeffrey H. Kinrich released Lost Profits Damages: Principles, Methods, and Applications. Their purpose in publishing the book was to provide a comprehensive reference guide to cover important topics relevant to determination of lost profit damages. This book review discusses the second edition released in late January 2022. In 2017, Everett P. Harry, III and Jeffrey H. Kinrich released Lost Profits Damages: Principles, Methods, and Applications. They published this first edition to provide a comprehensive reference guide to cover important…
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Citation Omitted What makes the world of expert witness services so daunting at times is the fact that so much goes unsaid, untaught, or undefined. For example, the most recent international glossary used by valuation and appraisal professionals across the globe does not define what a conclusion or opinion is. Since saying the silent part out loud seems to be the popular thing to do, this tenth article of the Unimpeachable Neutrality series will attempt to cover the most pertinent unspoken rules of being a financial expert that you might not find issued, published, promulgated, or cited as authoritative. As…
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Into the Market-Based Valuation (Part II of II) This is the second of the two-part article regarding country risk. In this second part, the author discusses how to incorporate the risk into multiples. Read Part I here. Incorporating Country Risk into Multiples Having found the value of the country risk premium required, we can proceed with incorporating it into the market-based valuation. It is worth mentioning that the decisive feature for determining the difference in country risk is the area of activity, not the location of the corporate headquarters. Our goal is to determine what should be the multiple if…
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Part II of II This is the second of a two-part article (Read Part I here) that focuses on the situation where the target company is a private corporation, and the sellers are employee/shareholders. This discussion summarizes the taxation and valuation considerations related to a transaction where employee/shareholders are selling the private C corporation stock to a C corporation acquirer. Some of the taxation and valuation considerations also apply to the corporate acquirer’s purchase of the corporate subsidiary stock of a parent corporation seller. However, the principal focus of this discussion will be on valuation and taxation guidance related to…
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Into the Market-Based Valuation (Part I of II) This is a two-part article on how to incorporate country risk premium. The market-based approach to valuation is commonly used by market practitioners and is based on the relevant values and multiples from similar assets. One of the differentiators between assets is the country risk related to the operations, when the multiples are collected from various countries. This paper presents the proposed approach to incorporate country risk premium differentials into the multiples. It describes the possible ways of obtaining the country risk premium and the procedure of making the adjustment to the…
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(Part I of II) This is a two-part article that focuses on the situation where the target company is a private corporation, and the sellers are employee/shareholders. This discussion summarizes the taxation and valuation considerations related to a transaction where employee/shareholders are selling the private C corporation stock to a C corporation acquirer. Some of the taxation and valuation considerations also apply to the corporate acquirer’s purchase of the corporate subsidiary stock of a parent corporation seller. However, the principal focus of this discussion will be on valuation and taxation guidance related to the employee/shareholders’ sale of a closely held…
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The Consequences When there is a Mismatch Between the CEO’s Strategy and the Lifecycle the Company is Operating In On December 10, 2021, Aswath Damodaran published a blog titled Musing on Markets. In this blog he asked what makes for a “great CEO”? What happens when there is a mismatch between the lifecycle the company operates in and the strategy pursued by the CEO? He then answered these questions based (on his experience). He proposed that all companies have lifecycles. They begin as startups and then proceed to evolve from young growth, high growth, mature growth and decline; these phases…
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Part II of II This is the second of a two-part article (read Part I) related to the proposed (mostly) GAAP-based income tax in the (perhaps fatally wounded) Build Back Better Act. While the Build Back Better Act may be dead, the GAAP-based income tax is a polarizing concept that may be resurrected soon. The first part focused on why there is a push by some—and pushback by others—on such a tax. The second part imagines some changes that may occur in a world where big companies pay taxes based (mostly) on GAAP income. Here, the author envisions many items…
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Delicate Balancing (and a Backbone) Required Rarely does a week pass in white collar and investigation or SEC-regulatory outside counsel life that an auditor or government enforcement attorney does not request some form of interim or final read-out or update. These requests for information can encompass investigative process and factual findings, lists of search terms, interview outlines, or similar investigative materials. However, this information, if provided, presents a very real risk of privilege waiver. This article encourages pushback against the “nobody else ever fights us on this” contention often heard from government enforcers and outside auditors wanting to “better understand”…
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Part I of II This is the first of a two-part article related to the proposed (mostly) GAAP-based income tax in the (perhaps fatally wounded) Build Back Better Act. While the Build Back Better Act may be dead, the GAAP-based income tax is a polarizing concept that may be resurrected soon. The first part focuses on why there is a push by some—and pushback by others—on such a tax. The second part imagines some changes that may occur in a world where big companies pay taxes based (mostly) on GAAP income. This is the first of a two-part article related…
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How (Use of) the Unknown Will Kill You On November 17, 2021, Jim Hitchner presented “How to Attack and Defend the Databases Used by Valuation Analysts”. The presentation raised the following questions: Have you ever been cross-examined by an attorney who is more familiar than you with databases referenced in the valuation report? When was the last time, if ever, that you reviewed and studied the methodology and data of databases you are relying on in your analyses and reports? This webinar underscored that the professional standards requires analysts to know the strengths and weaknesses of transactional databases, those relied…
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What You Should Know About Them The world as we know it is rapidly changing and the COVID-19 crisis has accelerated the pace of that change. Some experts estimate the pandemic advanced the digital transformation timeline by seven years. These changes have opened many new opportunities for cybercriminals who have adeptly exploited these vulnerabilities. This article will summarize the trends that have created these opportunities as well as the ways in which cybersecurity experts are fighting back. The world as we know it is rapidly changing and the COVID-19 crisis has accelerated the pace of that change. Some experts estimate…
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Ask the Right Questions to Elicit the Information Needed for the Story Those that cross-examine and have been cross-examined understand that the questions are intended to elicit information or develop a story that fits their client’s version of events. There is a strategy and, in this article, the author shares how that is accomplished. So, what is the big deal about asking questions? You just say, “Why did you do that?” or “What is going on?” or “How is the project going?” Well, the “big deal” about questions, is to first understand the purpose. Are you trying to get the…
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Analysts Caveats and Reporting Guidelines (Part V of V) This fifth and final installment presents valuation analyst caveats and reporting best practices related to the intellectual property valuation. Intellectual Property Valuations: The Relief from Royalty Method (Part I of V) Intellectual Property Valuations: Elements of the Valuation Analysis (Part II of V) Intellectual Property Valuations: Application of the Relief from Royalty Method (Part III of V) Intellectual Property Valuations: Illustrative Example of the Relief from Royalty Method (Part IV of V) Introduction The first four installments of this five-part discussion summarized the conceptual support for—and the practical application of—the…
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A Fair Payout or a Disaster Waiting to Happen In 2020 alone, approximately 7,300 companies filed for Chapter 11 bankruptcy. Of those corporate debtors, 42 were found to have awarded pre-bankruptcy retention bonuses to a total of 223 executives, with the bonuses totaling approximately $165 million. These pre-bankruptcy bonuses were given to executives anywhere from five months to two days before the filing. Virtually none of the bonuses paid were approved by a court. Although these pre-bankruptcy bonuses seem like a minority among the 2020 Chapter 11 cases, they have been the topic of much recent discussion surrounding insolvent corporations.…
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Illustrative Example of the Relief from Royalty Method (Part IV of V) Previous installments of this five-part discussion summarized the development of the market approach and the relief from royalty (RFR) method of intellectual property valuation. This fourth installment presents an illustrative example of the practical application of the RFR method. [su_pullquote align=”right”] Intellectual Property Valuations: The Relief from Royalty Method (Part I of V) Intellectual Property Valuations: Elements of the Valuation Analysis (Part II of V) Intellectual Property Valuations: Application of the Relief from Royalty Method (Part III of V)[/su_pullquote] Introduction Previous installments of this five-part discussion summarized the…
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A Transition Planning Tool Kit This is an abridged article published by the author. The original article is longer and contains forms referenced but not included here. The author has prepared a tool kit to assist sole practitioners and smaller partnerships with a method of having their practice sold or continued in the event of an untimely death or disability. This tool kit has been prepared to assist sole practitioners and smaller partnerships with a method of having their practice sold or continued in the tragic situation of an untimely death or disability. The forms can be used and filled…
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Application of the Relief from Royalty Method (Part III of V) This is the third article of a five-part series on valuation of intellectual property describing the application of the RFR method. Intellectual Property Valuations: The Relief from Royalty Method (Part I of V) Intellectual Property Valuations: Elements of the Valuation Analysis (Part II of V) Introduction This five-part discussion focuses on the market approach and the relief from royalty (RFR) method of intellectual property valuation. Prior parts of this series summarized the many reasons to develop the intellectual property valuation and the research and due diligence procedures conducted as…
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Anecdotes from James R. Hitcher of Moments Spent with Dr. Shannon P. Pratt, a Pioneer in the Business Valuation Industry This discourse shares the author’s long, rewarding relationship with Dr. Shannon P. Pratt, an icon in business valuation (BV). He lived and breathed BV. Outside of his career, he had an intense love of life and liked to have fun. The author, James R. Hitchner, shares what he learned from Dr. Shannon P. Pratt, both in BV and life in general. The article contains some anecdotes of the many times he and Dr. Pratt spent together. This discourse shares my…