Understanding this critical element in a buy-sell agreement Traditionally, business appraisers retained for buy-sell agreements are bound to perform their services within the specific value structure of the contract. When the valuation process is involved in such agreements, it’s essential for estate planners to understand the defining valuation elements involved, particularly the level of value.
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Failure to make capital contributions did not void the operating agreement or reduce the ownership interest of non-complying partners In Grove v Brown, the Delaware Court of Chancery, relying on the unambiguous terms of a limited liability company (LLC) operating agreement, found that a member’s failure to make an initial capital contribution to a LLC did not affect that member’s ownership interest. Further, the Court of Chancery, applying default fiduciary duties to the managing members found that two managing members breached their fiduciary duty of loyalty under the corporate opportunity doctrine.
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Garner v. Knoll, Inc.—the mathematics of a hypothetical liquidation analysis A preference payment is subject to recovery by the debtor’s estate. Having to return a “preference payment” may come as a surprise. In this case, the issue before the court is whether a creditor received far more than what it would have received under a Chapter 7 liquidation. The case illustrates the mathematics used in conducting (a basic) hypothetical liquidation.
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Value metrics and capital formation Robert Cimasi serves as chief executive officer of HEALTH CAPITAL CONSULTANTS (HCC). Mr. Cimasi’s firm is a nationally recognized healthcare financial and economic consulting agnecy headquartered in St. Louis, MO, serving clients in 49 states since 1993. He is author of a three-volume set that offers a comprehensive reference guide to the factors involved in consulting with and valuing healthcare practices. In this article, Mr. Wandtke reviews Volume Two, Professional Practices. See http://www.healthcapital.com/advisersguide.
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According to the US Bureau of Economic Analysis, “research and development” (R&D) are now considered a fixed investment. The report, released last month, contains GDP figures categorizing R&D with this distinction. R&D now joins software in a new category labeled “intellectual property products”. While some see the change as only affecting a small number of economists, others see the move as bridging a gap between digital economy and the way analysts account for it. McKinsey & Company provide a solid review of what the change means here. “[Intangible digital capital assets] are manifold: the unique designs that engage large…
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Valuing Nokia Siemens Networks Nokia Corporation is bound to look very different after Microsoft buys its devices division. When the initial purchase was announced, most in the industry were shocked. The bigger question is: How much will the remaining parts of the company be worth once the deal is done, and how should they be valued? Analysts from JP Morgan Cazenove provide a very interesting breakdown in a feature first published by Valuewalk.com. “The analysts set Nokia Corporation (NYSE:NOK) (BIT:NOK1V) (HEL:NOK1V)’s patent licensing business apart, calling it a “new separate business at Nokia.” As a result, they said it also…
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Testing the high risk waters in today’s business environment The absence of a fraud risk management (FRM) program exposes a company to financial losses and legal liability if a fraud investigation is not properly handled and the employee is wrongfully discharged, or his or her privacy rights are violated. A FRM program addresses the above concerns and establishes controls every company should have to identify risk factors.
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Wave of boomers fuel business acquisition market This article examines the upswing in the business acquisition market as holdouts from 2009 and 2010 are freed up, as well as the increasing number of baby boomers looking to move into the next phase of life.
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Working within the DLOM ambiguity This review examines the impact of volatility as a risk factor in the discount for lack of marketability (DLOM) and answers questions regarding the flexibility of adjustment periods.
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Equity creditor appointment standards and lessons for hiring business valuation professionals from Kodak’s bankruptcy This article provides an overview of the Eastman Kodak bankruptcy case and focuses on the standard a bankruptcy court will use deciding whether to appoint an official equity creditors’ committee. It also explains why the bankruptcy court granted Kodak’s motion in limine to exclude‒under Daubert‒the opinion of two expert witnesses retained at the eleventh hour by the shareholders.
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As corporations and their CFOs prepare to launch their 2014 budgets, Michael R. Press of M. R. Press Consulting, writing for CFO.com, points out ideal opportunities to maximize ROI through tax incentives at the state and local levels. In a tightly-detailed, three step approach, Press explains that with the right goal criteria, corporations can recoup virtually all of the initial investment capital related to these regulations. “It’s important to know that the way a company’s business units define projects for capital budgeting purposes is not the same as the way the government defines economic development “projects” supported by incentives. This…
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The IRS recently issued regulations (T.D. 9630) affecting how the differential income stream approach applies to cost-sharing agreements. Nearly two years ago, “final” cost-sharing rules were published under Sec. 482. This newer round of regulations is intended to ensure that cost-sharing agreements are in line with Sec. 482’s commensurate-with-income principle. In its earlier attempt to guarantee pricing practice in all cost-sharing agreements, the IRS instituted the income, acquisition price, and market capitalization methods. The motives of the IRS and a summary of the new regulations are provided by Sally Schreiber, senior editor at the Journal of Accountancy, along with links…
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Does failing to review anti-trust risk enormous penalties for being anti-competitive? M&A professionals need to take anti-trust considerations into their due diligence planning. As international manufacturing relationships continue to increase in the U.S., there is an ever-growing number of international authorities and nations ready and willing to contest your agreement.
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So why do we, as appraisers, differ from judges when it comes to subsequent events? Traditionally, valuation and litigation support professionals only consider facts known or knowable as of the valuation date, yet courts will look at subsequent events. This article examines how a valuation and litigation support professional may address subsequent events.
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Maximizing the benefits of divorce mediation This article discusses some of the benefits provided by divorce mediation and how identifying the ideal clients can make divorce a less painful and even pleasant process.
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Equity funds now able to engage in mass advertising In just a few days, the ban that prevents private equity funds from marketing directly to the public will be lifted. A recent review by Michelle Park of Crain’s Cleveland Business examines what this might mean for various private equity and venture capital funds and their future customers.
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New Jersey Governor, Chris Christie recently vetoed legislation that would have given greater authority to the state’s real estate professionals to provide broker price opinion (BPO) and comparative market analysis services. Citing “consumer confusion” Christie vetoed bill S.2551 that some said would provide additional business opportunities for real estate licensees within the state. Passed by the New Jersey legislature in June, the bill would have given real estate brokers, broker-salespersons and other sales personnel the power to perform BPOs for any purpose, except for use in the New Jersey Tax Court and eminent domain proceedings. The Appraisal Institute, which strongly…
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In a recent presentation to donors and alumni, University of Louisville president and economist, Dr. James Ramsey gave what most thought would be a gloom and doom “state of the university” address. While government funding and support from the State of Kentucky are certainly in decline, Ramsey’s presentation was surprisingly upbeat. Freshmen test scores were up dramatically. The graduation rate was stronger than ever, and the research budget had quintupled since 1998. As if that weren’t enough good news, the university was recently invited to join the Atlantic Coast Conference, and the football team scored a victory in the Sugar…
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The fictional character Fleet Walker provides real world advice Assessing, improving and monitoring anti-fraud programs are key elements of an effective internal control structure. Many companies have a long way to go to address the challenges of fraud and corruption. In this brief article, Professor Crumbley suggests that as a starting point, we consider the steps taken by Fleet Walker (a fictional character of his novels).
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Using software to digitize your litigation consulting practice How well does your current document management system measure up? Learn more about the latest trends and techniques in using electronic data storage and how accountants are uniquely positioned to transition into the use of this technology in their litigation consulting engagements.