It is Not Just About Having a Buy-Sell Agreement A business is a dynamic entity. Businesses are fueled by the passion and vision of its owners. While it is hard to be passionate about administrative aspects of building a successful business, the truth is, some of that stuff is crucial. Take the buy-sell agreement or similar provisions in an operating agreement—think of it as the business will—the “what happens if” document. And while all situations cannot be covered, the major ones—job performance, disability, divorce, retirement, and death—can. These provisions should be on the must-do list when forming or getting into…
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In More Ways Than One It seems every few months we read about a financial institution involved in a money laundering scandal. The bank typically agrees to pay a fine, promises to behave, hires consultants to monitor and report to the regulators, and the scandal is generally forgotten. You may ask what do the consultants do and what do they monitor? This article will discuss the development of two recent scandals that made noteworthy headlines, the redflags to be watchful for, and the safeguards deployed to understand, monitor, and control the risks. It seems every few months we read about…
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Your Blog Posts Writing a blog is an achievement, in and of itself, but that is just the beginning. In this article, Dr. Frederiksen shares five steps you can take to effectively promote your blog posts. If you have written a blog post for your firm, well done! But before you start celebrating, you need to promote it. Why? The more targeted your promotion, the greater its reach, and the more likely that it will connect with qualified prospects. That, in turn, could mean new business, partnerships, and connections. Digital marketing tips like these can be found in Hinge’s How-To…
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Criticism of Ang (Part II of III) In the second part of this three-part article, Roger Grabowski respond to criticism over the years about the validity of CRSP Decile Size premia data. He begins by addressing the criticisms from a paper published in NACVA’s QuickRead by Clifford Ang. Roger Grabowski argues that Ang’s critique is flawed and presents concrete evidence to that effect. He also addresses other criticisms that have been made about size premia. In the second part of this paper, I would like to respond to criticism over the years about the validity of size Premia. I will…
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in Economic Damages Calculations (Part I of III) The AICPA has issued two practice aids, one on 2015 and most recently in November 2018, focused on the calculation of economic profits and damages. The purpose of this article—the first of three on this topic—is to provide the reader with an understanding of Chapter 1 (Revenue and Growth Rates) of the 2018 Practice Aid as well as certain other publications containing a body of knowledge on the best practices for developing “but for” revenues and revenue growth issues in lost profits models. Later articles will deal with Chapter 2 (Costs) and…
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and Expert Witnessing In this article, the Expert Witness Exchange (EWE) discusses expert witness opportunities available to CVAs. [su_pullquote align=”right”]Resources: Certified Valuation Analyst® (CVA®) Credential Online Directory: Find a CVA Expert Witness Bootcamp [/su_pullquote] As a Certified Valuation Analyst (CVA), there is a vast array of employment opportunities you can pursue. One area that may not be as obvious is the ability to play a crucial role in our legal system. The knowledge and expertise CVAs have to offer is incredibly important and frequently sought after by attorneys across the country. However, most attorneys are not looking for any random…
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Good E-mail Newsletter In January, I asked: Are you a Digital Sharecropper? Are you relying solely on someone else’s digital platform (e.g., Facebook, LinkedIn, Twitter) to reach your audience of leads, prospects, clients, and referral sources? Many of you do … that is not a good thing … and I told you why. In February, I wrote about How to Build an E-mail List from Scratch. It all starts with personally and individually inviting people you already know and who would benefit from the content you will be writing about to get on your e-mail list. They will be your…
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When Estimating the Cost of Capital (Part I of III) In this paper, published in three parts with NACVA’s QuickRead, Roger Grabowski reviews the size effect, potential reasons why one observes the size effect, and correct common misconceptions and address criticisms of the Size Premia (SP). Throughout this paper, the author shows that using a pure market factor as the sole risk factor in estimating the expected return provide an incomplete estimate. For the last four decades, research has shown that adjustments to the CAPM are required. Here, Roger Grabowski addresses some of the criticism to the theoretical basis of…
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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 due to a Material Adverse Change (MAC) clause. The previous article addressed the General MAC clause. This article addresses the Regulatory MAC clause. Recap of the Dispute This case is about a merger agreement…
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and Defense Strategies Beyond Reasonable Certainty Experts estimating lost profits under the modern new business rule know that lost profit estimates in these cases are held to a higher reasonable certainty standard than calculations for lost profits in cases with established businesses. Failing to meet this higher standard may cause an expert’s calculations to be ruled as speculative. To this level of greater scrutiny, Victor Goldberg has introduced additional defense strategies for reviewing new or unestablished businesses claims. His strategies move the focus away from assessing what revenues and profits would have been “but for” the wrongful act to non-cash…
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that Produce Results Great headlines—whether in blog posts or e-mails—can convince people to continue reading, even if the writing that follows is mediocre. In fact, researchers have found that people generally read eight out of every 10 headlines…but read only two of the pieces that follow the headlines. Because blogging and email marketing are such critical tools for accounting and valuation firms, learning to write stronger headlines can open the door to significantly better marketing results. [su_pullquote align=”right”]Resources: Rethinking Referrals—Research-Based Approach to Attracting More Referrals Gaining an Advantage in a Changing Marketplace Implementing Your Marketing Strategy Developing a Marketing Plan…
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for the Modern New Business Rule A recent Fifth Circuit Court of Appeals decision has thrown additional light on the reasonable certainty standard used to assess lost profits for claims made by new or unestablished businesses. The decision helps put into perspective what information can and, more importantly, cannot be used to calculate lost profits for a new or unestablished business. While sometimes a daunting task, calculating lost profits for new or unestablished businesses should not be an impossible task. But for the protection of the expert and the product of his or her work, knowledge of what courts have…
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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 Court in December 2018. Fresenius is the first time a buyer successfully terminated a deal due to a MAC clause in a Delaware court. This (and a follow-up) article summarizes the key…
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(OSB) The OSB technique is indispensable to establish veracity when hearing or reading questions and answers, such as deposition transcripts, expert report content and even daily conversation. You can (and should) use the OSB mnemonic in most of your public and private communications, including if you provide expert witness testimony. And, once you begin applying the technique you will find it indispensable in your forensic practice. The following describes its application. [su_pullquote align=”right”]Resources: Forensic Accounting Academy© Financial Statements—Written Confessions Thriving in Forensics—Practice Instruction for Forensic Operators© The Art & Science of Investigating People & Money©—Behavioral and Financial Forensics [/su_pullquote] Background…
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Liability Claims May Follow In this article, the Expert Witness Exchange (EWE) discusses expert witness liability exposure. [su_pullquote align=”right”]Resources: Expert Witness Bootcamp Experts Sabotaging Themselves in Court—The Judges Tell All Testimony at Trial: What the Trier of Fact Expects From the Expert Who Wants to be an Expert? Expert Preparation for the Expert Deposition [/su_pullquote] Expert witnesses provide a great service to our court system in the United States, as well as in many other countries around the world. They are often sought out by attorneys to offer their opinion in legal matters without having any personal stake in the…
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Introduction: The Fundamentals of Private Equity (Part I of III) Why is private equity becoming increasingly involved in the business of healthcare? How will their involvement affect the delivery of services? This first installment of a three-part series will describe the fundamentals of the private equity industry, in general, and set forth a common terminology that will be utilized throughout the series. The second and third installments will further discuss the trends in private equity utilization in the healthcare industry. A more detailed version of this article appears in The Value Examiner, January/February 2019 issue. The remaining issues will be…
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List from Scratch Last month, I wrote about the hazards of being a digital sharecropper and the benefits of reaching your leads, prospects, clients, and referral sources with your platform—like a newsletter or blog. But first you must have a list of people to send it to, and several of you asked how I got started. Let’s talk about that this month. [su_pullquote align=”right”]Resources: Using Social Media to Build Your Practice Practicing Solo Implementing Your Marketing Strategy Gaining an Advantage in a Changing Marketplace [/su_pullquote] Last month, I wrote about the hazards of being a digital sharecropper and the benefits…
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About the Business of Healthcare Araliya Valuation Consulting (AVC), based in Tampa, FL, surveyed over 1,000 physician business owners to find out their perspective on the current healthcare environment, in a business context. AVC team surveyed several medical specialists, including: dentists, ophthalmologists, psychiatrists and psychologists, family medicine practitioners, chiropractors, podiatrists, physical medicine and rehabilitation providers, pediatrics, orthopedic surgeons, and internal medicine providers, among other disciplines. This article summarizes the survey results. Araliya Valuation Consulting (AVC), based in Tampa, FL, surveyed over 1,000 physician business owners to find out their perspective on the current healthcare environment, in a business context. AVC…
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Step-by-Step With increasing competition in the accounting field, you want to ensure that clients and prospects can easily find your content through search engines like Google. You can do so by optimizing the copy (i.e., marketing text) on certain pages of your website. This article describes the process of web text optimization. With increasing competition in the accounting field, you want to ensure that clients and prospects can easily find your content through search engines like Google. You can do so by optimizing the copy (i.e., marketing text) on certain pages of your website. The process starts with identifying appropriate…
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Measuring the Relative Performance of Small Stock vs. Large Stock and the Cost of Equity Roger Ibbotson and James Harrington discuss two different ways of measuring the relative performance of small stocks versus large stocks in this article: (i) the “small stock premium” and (ii) the “beta-adjusted size premium”. Ibbotson and Harrington demonstrate why using a non-beta-adjusted size premium within the context of the capital asset pricing model (CAPM) to estimate cost of equity capital will likely “double count” beta risk, and therefore overstate risk and understate value. The authors also demonstrate that a non-beta-adjusted size premium used in conjunction…