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 ...

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 cont ...

for State Income Tax Purposes How will the SALT limits impact growth? Demographic trends? In this article, the author looks at current data, considers these issues and other tax matters that complicate residency choices and options. A few years ago Fox News Channel’s commentator and nationally syndicated radio talk show host (both based in New York), Sean Hannity, threatened that he was going to leave New Y ...

In an Era of Reform (Part I of II) As demand for healthcare services continues to grow, the site at which these services are performed is experiencing a simultaneous transformation from the inpatient (e.g., hospital) setting to the outpatient setting. This transformation is being driven by factors such as: (1) technological advancements; (2) an increasingly consumer-driven and convenience-driven healthcare ...

on Corporate Income Taxes What corporate tax rate should valuation practitioners use going forward given the current environment? Despite corporate rates being “permanent”, is that so?! How should practitioners handle temporary differences? How do we decode a financial statement? In this article, the author shares his thoughts on how valuation professionals should approach a valuation engagement in this unc ...

December 2018—U.S. Tax Court on Qualified Appraisals and Gill v. Gill, Minnesota’s Supreme Court Rules on the Status of Earn-Outs in Dissolution Cases The U.S. Tax Court issued two valuation memorandums in September and October 2018. Each memorandum serves as a reminder of the importance of attaching a qualified appraisal. The issue in Presley v. Commissioner, T.C. Memo. 2018-171 (October 15, 2018) was whet ...

of the Current Marijuana Business (Part II of II) In November of 2018 there are some 28 thousand marijuana/cannabis businesses in operation and employing about 150,000 people in the United States and they manage and control some nine billion dollars in essentially cash revenues. This industry continues to grow. In this second part, the author illustrates the importance of choice of entity, provides an overv ...

of the Current Marijuana Business (Part I of II) In November of 2018, there are some 28,000 marijuana/cannabis businesses in operation, employing about 150,000 people in the U.S., and they manage and control some $9 billion in essentially cash revenues. This industry continues to grow. In this two-part article, the author provides a brief overview of the history of this industry and tax issues CPAs and cons ...