The Problem with Exit Multiples Most of an Income Approach-based valuation is frequently in the terminal value. Thus, an Income Approach-based valuation that relies on an exit multiple to arrive at a terminal value is essentially a Market Approach-based valuation in disguise. Many practitioners do not use an exit multiple to arrive at a terminal value for this reason. Nevertheless, numerous practitioners pr ...

In Dissenting Shareholder Appraisal Rights Matters (Part II of II) The Delaware Court of Chancery decisions on the treatment of synergistic value in dissenting shareholder appraisal rights cases provide meaningful guidance to valuation analysts, legal counsel, and other courts. This final part of the article continues the discussion on recent judicial decisions issued by the Delaware Court of Chancery where ...

In Dissenting Shareholder Appraisal Rights Matters (Part I of II) The Delaware Court of Chancery decisions on the treatment of synergistic value in dissenting shareholder appraisal rights cases provide meaningful guidance to valuation analysts, legal counsel, and other courts. In this two-part article, the author discusses recent judicial decisions issued by the Delaware Court of Chancery where synergistic ...

It is all Based on Your Perspective In this article, the author presents three common ways that a single purchase price may be calculated and presented. With football season on the horizon, I cannot help but think about September 24, 2013—a night that many football fans will not soon forget. The Seattle Seahawks were playing the Green Bay Packers on Monday Night Football. The game was going down to the wire ...

Is it the Market or the Model? Petitioners in Delaware appraisal cases must necessarily argue that fair value exceeds the deal price. In contrast, financial economists tend to view prices from a well-functioning market as “true north” when valuing a stock. Valuation models—such as a discounted cash flow (DCF) model—+can be important tools but are known to be sensitive to their numerous inputs. When such a m ...

The Excess Earnings Capitalization Rate This article presents a method for calculating the capitalization rate for excess earnings. The good news is that this capitalization rate can be calculated. The bad news is that with the calculated excess earnings capitalization rate, the excess earnings method gives the same value as the single period capitalization method under the Income Approach, i.e., the excess ...

Privately Held Promissory Notes How should a privately held promissory note be valued? In this article Bruce Johnson answers this question. Bruce notes that the key issues to consider when valuing a privately held promissory note are the interest rate, amortization term, collateral, payment history, covenants and marketability of the note being valued. Once this information is assessed, an appraiser can con ...

Applicable to Real Estate Holding Companies (Part II of II) In this second of a two-part series published in QuickRead August 01, 2019, the author discusses valuation discounts applicable to real estate holding companies and the incremental adjustments in the valuation of partial, non-controlling interests. After discussing the application of a minority discount or discount for lack of control (DLOC) in the ...

Applicable to Real Estate Holding Companies (Part I of II) In this two-part series, the author discusses real estate holding companies and describes the use of minority discounts (also known as the discount for lack of control [DLOC]) in the valuation of partial, non-controlling interests in entities holding real estate as their primary and most valuable asset. Part II will address the use of the discount f ...

A Neutral Approach to Unimpeachable Standards C. Zachary Meyers, CPA. CVA, the author of this article, is NACVA’s Standards Board (SDB) Chair. The SDB was formed in 2016. The SDB’s purpose is to promulgate NACVA’s Standards, including the development of interpretations, amendments, restatements, and new releases of NACVA’s Standards as deemed necessary and prudent. While being able to influence the very rul ...

The Limits Applied to Public and Private Companies The Tax Cuts and Jobs Act (TCJA) made important changes to Section 162(m) of the Internal Revenue Code. That section limits a publicly held corporation’s tax deduction for compensation paid to each covered employee to a maximum of $1,000,000 per year. A corporation is publicly held if it has issued securities required to be registered under Section 12 of th ...

A Discussion of Rover Pipeline, LLC v. 10.55 Acres of Land, More or Less, in Ashland County, Ohio, et al. “In God we trust. All others must bring data.” This famous saying has been attributed to various people, but it implies that when data is presented, the conclusion can be trusted. However, the Ohio District Court’s decision in Rover Pipeline, LLC v. 10.55 Acres of Land, More or Less, in Ashland County, ...

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 ...

The Use of Common Sense and Experience The acceptance of tools such as Monte Carlo simulation and Option Pricing models has changed our ability to value options, warrants, and derivative instruments. The list goes on and on. However, as many of us are fond of saying, valuation is as much an art as it is a science. Many of our tools address the science, not so many of them address the art. In my opinion, one ...

Ownership Interests in Privately Held Companies This article focuses on concepts and issues that are important for family law attorneys to understand when navigating cases that involve divorcing clients with ownership interests in privately-held entities. One of the first questions that arises is whether we need to retain a valuation expert? This is an important question, where experts can provide attorneys ...

Considerations in Applying a Size Premium (Part III of III) In this third and final article, as displayed in Exhibits 1 through 4 in Part 1 of this three-part article, the size effect has been observed even when looking at recent periods starting in 1981 and 1990. If one holds that you should not apply the SP in the MCAPM and that beta should be the only measure of risk, one is supporting using the pure or ...

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 happ ...

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 c ...

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 expec ...

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 ...