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Pre-IPO Studies Are Not a Valid Basis for Calculating DLOMs

The two most widely approaches used by valuators to determine a discount for lack of marketability (DLOM) are restricted stock studies and IPO studies. The restricted stock studies compare transaction prices in restricted shares with contemporaneous trading prices for unrestricted shares. The pre-IPO studies, on the other hand, according to the author, lead to conclusions that are unsound in theory and in p ...

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R.D. Clark and Sons, Inc., et al. v. James Clark, et al.

Connecticut Appellate Court Affirms Trial Court’s Decision Not to Tax-Affect Earnings In a dispute over the buyout of the minority shares in a family business, the Connecticut appellate court addressed several important valuation issues. Notably, the appellate court upheld the trial court’s decision not to tax-affect the company’s earnings in determining the fair value of the shares, even though both the pl ...

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Book Review

Best Practices: Thought Leadership in Valuation, Damages, and Transfer Price Analysis This fall, Robert F. Reilly and Robert P. Schweihs published Best Practices: Thought Leadership in Valuation, Damages, and Transfer Price Analysis. The book celebrates the 50th anniversary of Willamette Management Associates and is intended to present thought leadership. The topics selected for inclusion are topics that th ...

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How to Determine a DLOM for the IRS

Historical perspective and current recommendations The Internal Revenue Service published Discount for Lack of Marketability: Job Aid for IRS Professionals (Job Aid) in August of 2013.  Now, two new books provide  advice on how to prepare a DLOM and which methods valuators  should consider and why.  These will help any business valuation practice, whether working on a DLOM for the IRS or any other purpose. ...

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Boundaries in Business Appraisal

Appraisers Should Focus on Objectivity and Competence and Be Ready and Flexible to Deal with Unanticipated Challenges—From Vague Case Law to New Evidence to Erupting Personalities. Rand Curtiss expounds on his philosophy that business appraisal is about boundaries: limits on what we can do. Every work challenge is filled with a large number of people, each of whom have different boundaries. Business sellers ...

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Reasonably Certain Foreseeable Future Events and the Standard of Value

In Berquist v. Commissioner, Judge Swift Finds a Company’s Pending Liquidation is Relevant and Foreseeable. The Tax Court valued closely-held stock in an anesthesiology practice donated to a hospital for charitable contribution purposes at its liquidation value since the anesthesiology practice would no longer exist after the physician-stockholders were consolidated into a newly-formed umbrella physician ma ...

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Tax Court Rules: A Business Claims Value of $12M; The IRS Argues for $36M

Estate of Natale B. Giustina v. Commissioner What happens when a case lands in the United States Tax Court where Form 706 found the fair market value of a business share at $12.6 million and the IRS estimates it’s worth $36 million? Find out, in Estate of Natale B. Giustina v. Commissioner! At issue was a 41 percent share in a closely held timber company. Meanwhile, in the Delaware Chancery Court, In re Ans ...

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Stumped on How to Figure Discounts? The IRS Can Help.

Stumped on How to Figure Discounts?  The IRS Can Help.  The Engineering/Valuation Program DLOM Team at the IRS has posted a job aid on the IRS site. The 112-page guide reviews definitions of marketability and discusses factors that influence it.  The aid illuminates the distinctions between minority and controlling interests.  It offers sample initial information document requests (IDRs). A large section of ...

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