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 last issue of Real Estate Perspectives, I will now turn to discussing the next incremental adjustment in the valuation of partial, non-controlling interests in entities holding real estate as their primary and most valuable asset. In this article,…
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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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Using the Empirical Method Business appraisers around the country have historically used comparisons to the averages found in restricted stock studies to determine a discount for lack of marketability in their valuations of a privately held, noncontrolling interest in a business. While the average discounts from restricted stock studies are useful and indicate that discounts for lack of marketability do occur in arm’s length transactions, more analysis is needed to apply the underlying data to the valuation of privately held minority interests. In this article, the author illustrates his views developing the DLOM.
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IRS Wins, Business Founders and their Families Lose Is cheap debt good for closely held families? Are closely held business overleveraged? Are FLP discounts about to come to an end? Why aren’t business founders and their families doing more to counter the proposed regulations that would target family business transfers? What should valuation professionals do in this environment? Dr. Sheeler answers these questions and argues in favor of a “holistic approach to wealth building of alternative assets held by these families by more dynamic leaders in these professions,” and suggests considering exit strategies that preserve family businesses; the nimble and…
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Consideration for Closely Held Securities, Part I of II Valuation analysts may be asked to value closely held company securities for various reasons. These reasons include transaction pricing, financial accounting, taxation planning and compliance, and litigation (related to both breach of contract and tort claims). Depending on: 1) the business valuation approaches and methods applied; and 2) the benchmark empirical data used, these analyses may initially conclude the security value on a marketable basis. This initial conclusion may result if the analyst relied on capital market data to extract pricing multiples, present value discount rates, or direct capitalization rates. In…
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FLPs Remain a Viable Intra-Family Transfer Option, But Act Now The Internal Revenue Service has floated the idea of making regulatory changes to the implementation of section 2704, in this article the author gives us an update on the subject and underscores the need to facilitate intra-family transfers of businesses.
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Estate Planning When the Federal Estate Tax Doesn’t Apply Even when your clients have estates that will not be subject to the federal estate tax when they die, helping them plan for the future can be complicated. Steven G. Siegel, JD, LLM, Siegel Group, suggests ways you can help them best manage their assets To read the full article in AICPA Insights, click: Estate Planning for the 99 Percent.
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The IRS is Challenging the Appropriateness of Discounts when Preparing a Valuation The current regulations, Revenue-Ruling 93-12, allow for discounts when valuing a Family Limited Partnership (FLP). The proposal is expected to potentially limit the allowed discount and consequently raise the taxable portion of the trust or estate structures. This article reviews the current requirements for FLPs, their history, and the potential exposure to FLP’s in the near future.
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Is There a Reason to Act Soon? Will the IRS Prevail this Time? The IRS is considering issuing proposed Section (SEC) 2704(b)(4) regulations to limit the availability of discounts for lack of control and lack of marketability. The article highlights the need to communicate with estate and gift tax attorneys that have discussed forming a FLP. While practitioners do not know what is being proposed, the §2704 legislative proposal (last included in the Fiscal Year 2013 Greenbook dated February 2012) includes items considered eight years ago, which includes adding additional disregarded restrictions and restrictions on assignee interests.
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At some point in a business valuation analyst’s career, an attorney or pro se party will call asking for a business valuation and perhaps even to retain your services. A good starting point is Business Valuation in Divorce: Case Law Compendium, 2nd ed. This edition is 584 pages long and provides a comprehensive court case digest that emphasizes similarities and differences in the treatment of goodwill (professional and personal), discounts, fair value, tax-affecting, and other significant issues. This is a must-have resource for those already practicing in this area and for those embarking in their valuation career.
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Fifth Circuit Reverses the U.S. Tax Court and Upholds the Fractional-Ownership Discount The Fifth Circuit reversed the U.S. Tax Court recognizing the fractional-ownership discount advanced by the Estate of Elkins and awarding the Elkins family a $14.4 million estate tax refund. Joseph Brophy explores the recent ruling.
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A review of BVR’s Guide to Discounts for Lack of Marketability. If you are looking for a comprehensive source of information about the DLOM and the cases that business appraisers consider for confirmation of a method, look no further than BVR’s Guide to Discounts for Lack of Marketability, Fifth Edition by John Stockdale, Sr.
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Fractional interest discounts allowed In Estate of Elkins v. Commissioner, the U.S. Tax Court sides with petitioners holding they were entitled to a ten percent discount from pro rata fair market value with respect to a decedent’s interest in various works of art. In Fancher v. Prudhome, the Louisiana Court of Appeals upholds a trial court’s determination that using the Income Approach to value a withdrawing member’s share in an LLC was not applicable since future cash flow could not be assumed and the withdrawing member provided the majority of the company’s business.
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A Majority ≠ Control or Liquidity Examining actual transactions in the private capital markets and court outcomes figure into whether holding a large block of stock equates with it control or even a premium. The internal and external factors, legal provisions, and property performance drive this result.
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External Attacks, Data Loss are Top Concerns Jeffrey Roman at Government Industry Security interviews Forensics expert Rob Lee who says its not new types of attacks that concern him. It’s the old ones that continue to impact organizations. How can organizations learn from past incidents and respond in 2013? The bulk of the cases he investigates are external breaches, not insider cases, says Lee, a seasoned forensics professional and curriculum lead and author for digital forensic and incident response training at the SANS Institute. When analyzing the incidents and reporting back to technical teams or executives, he’s often faced with the question, “How do…
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Calculating Discounts Accurately Depends a Lot on Company Specifics. Here’s What You Need to Know Dennis Bingham and KC Conrad provide a thorough look at options for calculating a discount for lack of marketability (DLOM), including restricted stock studies, pre-IPO studies, theoretical and option pricing models, discounted cash flow (DCF), Mandelbaum factors, and more.
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Here’s How a Systematic Review of Risk Can Help Valuators Assign Appropriate Discounts and Premiums Industry risk can vary widely from company to company and industry to industry. Here are 20 questions valuation analysts can use to identify risk related to market segment; competitive position; political, environmental, and legal factors; pricing trends; profit margins, and more.
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Willamette Management Author Explains: What You Need to Know About DLOMs Aaron Rotkowski explains why it’s appropriate to apply a DLOM to a controlling ownership interest—and how to figure it—and why it doesn’t make sense to rely on restricted stock studies and pre-IPO studies to estimate the DLOM for that interest. Find out more.
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Wealth Managers: Proceed with Caution When Setting Up an FLP Once an esoteric way for families to centralize management of assets, the Family Limited Partnership (FLP) is becoming extremely popular this year, writes the New York Times. Why? Because of the scheduled expiration of the $5.12 million gift tax exemption at the end of this year. Still, setting up an FLP doesn’t make sense for all companies.