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, Ohio, et al., demonstrates that data is only trustworthy if it is understood and applied correctly. The case, in which the expert’s valuation report was discarded due in…
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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. Peacock in the hall with the knife.” “I think it was Mrs. White in the billiard room with the lead pipe.” Clue was a great “whodunit” game in which players had to…
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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 of the most underutilized tools that addresses the art side, may in fact be our own common sense. “Common sense is not so common.”-Voltaire…
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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 and the parties important guidance and address expectations, preferably early in this emotional process. [su_pullquote align=”right”]Resources: Corporate Divorce Litigation—Understanding its Dynamics and Formulating Solutions Resolving Family Law Disputes The Power of Neutrality in Resolving Family Law Disputes Valuation Issues…
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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 textbook CAPM to estimate expected returns. But that cannot be correct as the literature clearly demonstrates. Though the pure CAPM is a good…
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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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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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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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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…
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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 York, a high personal income tax state, for Florida and Texas, no personal income tax states…and that was when there was a full federal itemized deduction for state and local income taxes, state and…
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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 delivery environment; (3) pressure from payors; (4) patient demand; and (5) the entrance and diversification of new and different outpatient enterprises. One such example of a growing subset of outpatient enterprises includes ambulatory surgery centers (ASCs). ASCs can be affiliated with…
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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 uncertain tax environment.
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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 whether petitioners were entitled to charitable deductions claimed in 2010 relating to land improvements paid before 2010 that benefitted a religious charity. We cite pertinent portions of this decision since it involves tax planning and the importance of…
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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 overview of the taxation of a cannabis business, and provides readers a high-level breakdown of the patchwork of state laws.
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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 consultants must know. In the second part of this series, the author illustrates the importance of choice of entity and provides an overview of the state laws governing possession, sales, and distribution of cannabis.
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Alexa Voice AI Makes Conversational Valuation Possible What if your valuation reports could have a two-way conversation with your clients? How would that improve the usability of your work product? Could it increase the value of your firm’s intellectual capital? In this, the author discusses how Alexa Voice AI can deliver a calculation report to a client.
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SSFS 1 Announced at AICPA FVS Conference The AICPA just announced the upcoming Statement on Standards for Forensic Services (SSFS 1) engagements. In this article, C. Zachary Meyers offers readers a sneak peek into the three key areas of interest.
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Obtaining Adequate Information in Small Business Valuations As valuation professionals, one of the challenges we face in valuing small businesses is the quality of the financial information provided by the subject company. The NACVA professional standards require members to exercise due professional care and obtain sufficient relevant data to prepare a conclusion, recommendation, or position. In this article, Michael Bankus lists several suggestions to obtain adequate information to complete the engagement of a small business.
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Be a Trusted Advisor Valuation analysts are in a unique position to help their clients. Most business owners have never looked at their business the way a valuation professional does. If the valuation analyst does a yearly check-up or checks in with their clients but does not include a discussion or a strategy to build value in their business, perhaps it should. This is an opportunity to expand the work base with existing clients and establish good or better relationships. Coming into this year-end, now may be the perfect time to discuss the steps to take today.