Authored by: James R. Hitchner; R. James Alerding; Joshua B. Angell; and Katherine E. Morris The author provides a review of Discount for Lack of Marketability Guide and Toolkit, authored by James Hitchner; R. James Alerding; Joshua B. Angell; and Katherine E. Morris.
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That Lands New Clients We have a large body of knowledge that teaches us how to do the work, but few resources that teach us how to get the work. And even as we acquire the technical skills that enable us to perform better valuations, we need to position ourselves with buyers of our valuation services so that we can land new clients and apply those skills. How (and where) do we learn that? In this article, the author discusses his views on this subject matter.
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Does the IRS or Anyone Care? (Part II of II) Part one of this article presented the “current method” and “option pricing method” (OPM) for allocating value to common stock for 409a valuations, and how these two methods differ in pricing of common stock. Part two examines the implied changes made by OPM and how it affects stakeholders. The article begins with a brief review of the key impacts on the valuation problem.
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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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A White Paper Detailing Use of the Pluris Database to Develop a DLOM (Part III of III) The Pluris DLOM methodology involves calculating two values: Restricted Stock Equivalent Discount (RSED) and Private Equity Discount Increment (PEDI). Does RSED represent an illiquid position that does not directly relate to the lack of marketability of a private held business? How reliable is the RSED DLOM? As for PEDI, how reliable is the methodology? In this article, Marc Vianello answers these questions and provides more insight on the methodology employed. Read Part I here. Read Part II here.
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A White Paper Detailing Use of the Pluris Database to Develop a DLOM (Part II of III) In this second part, of a three-part series, Marc Vianello examines whether discounts reported in PLURIS DLOM Database are consistent with past changes in SEC Rule 144 required holding periods; How the PLURIS Restricted Stock Discounts Correlate with other reported Metrics; How to use PLURIS Database for Benchmarking; and the two challenges practitioners attempting to benchmark will encounter using the PLURIS Database. Read Part I here.
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A White Paper Detailing Use of the Pluris Database to Develop a DLOM (Part I of III) Business valuation practitioners continue to debate the merits of different databases to develop a discount for lack of marketability (DLOM). In this first- of a three-part series, Marc Vianello discusses what the Pluris DLOM database is, explores how accurately Pluris transactions are reported, and discusses how the Pluris DLOM Database has been presented to the business valuation community.
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It is clear that the DOT/IRS are attempting, through Proposed Changes to Section 2704 of the Internal Revenue Code, to eliminate minority interest discounts and marketability discounts (DLOMs), even though those terms are not mentioned at all. To address the valuation side of things, Chris Mercer, founder and CEO of Mercer Capital, wrote a whitepaper outlining his thinking on valuation implications in some detail. To read the full article and download the whitepaper on Chris Mercer’s blogsite, click: Valuation Implications of the Proposed Changes to Section 2704: Good News or Bad News? Maybe Not so Bad. This article is republished…
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Valuation and Planning Impacts This article outlines the major provisions of the proposed regulations. If the proposed regulations are adopted in their current form, they only apply to transfers made after the final regulations are promulgated, and the most pervasive provisions of the proposed regulations, apply only to transfers made at least thirty days after the restrictions become final.
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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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Studies in the Closely Held Company Valuation (Part II of II) In the first part of this two-part discussion, the author identified six transaction risk factors attempting to sell a controlling (including 100 percent) interest in a closely held company. Those included: 1) an uncertain time horizon to complete the offering or sale; 2) “Make ready” accounting, legal, and other costs to prepare for and execute the offering or sale; 3) risk as to the eventual sale price; 4) uncertainty as to the form (e.g., stock or cash) of transaction sale proceeds; 5) inability to hypothecate the subject equity interest;…
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Six Transaction Risks Owners Face Selling a Company that May Explain DLOM (Part I of II) In this first of a two-part article, Robert Reilly reviews the various models analysts use to estimate the DLOM and factors analysts consider in the DLOM selection. Valuation analysts often value closely held companies for transaction, taxation, financing, accounting, litigation, and other purposes. Depending on: 1) the business valuation approaches and methods applied, and 2) the benchmark valuation data used, the analyst may initially conclude the value of the closely held company on a marketable (as if traded on a stock exchange) basis. In…
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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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Tax Controversy Insights In matters argued before the U.S. Tax Court, valuation professionals are frequently asked to provide opinions related to the value of closely held businesses and of fractional ownership interests in closely held businesses. This discussion relates to a recent appeal of a U.S. Tax Court decision involving such valuation issues. The case in question is Natale B. Giustina v. Commissioner. In this case, the Tax Court’s selection of the method for valuing a fractional ownership interest in a closely held business was appealed to the United States Court of Appeals for the Ninth Circuit. The Appeals Court…
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Do you and your employees know how to get the most tax savings when choosing a benefit election? Sujan Rajbhandary, senior member of Mercer Capital’s Financial Reporting Valuation Group, discusses an IRC Section 83(b) election and what’s considered in making this choice. To read more about the results of this report in the Mercer Capital’s Financial Reporting Blog, click: Look Before You Leap: Evaluating a Section 83(b) Election. This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the blog, visit: http://mercercapital.com/category/financialreportingblog/.
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An In-Depth Series on Healthcare Valuation, Part 2 of 4 This article focuses on utilizing an income approach to value outpatient enterprises, while subsequent articles in this topic series will address the use of a market approach and an asset/cost approach to value outpatient enterprises.
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Refining and Selecting the Appropriate DLOM The discount for lack of marketability (DLOM) is the result of illiquidity. It represents the inability to sell quickly when an investor decides to sell an asset. It is the economic cost of failing to realize gains or to avoid losses during the time period that the investor or closely held business owner is trying to sell the asset or securities. In this article, Marc Vianello describes an approach he describes as more “refined” than other methods for estimating DLOM.
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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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Distinct Qualities and Considerations (Part 2 of 2) In the first part of this series, the author looked at some of the methodologies for considering closely held or private companies. In this second part, the last of the two-part series, the author reviews some of the IRS, judicial, investment banking practices. and other considerations in the valuation process.
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Restrictions on Distributions and Impact on DLOM…Who Else Will Follow? In 2009 Nevada Senate Bill 350 was passed into law. This law authorized the creation of two new business entities: the Restricted LLC and Restricted LP. The bill also allowed for the conversion of existing entities into one of the above types. In this article, Eric J. Barr provides an overview of these two entities and raises questions regarding why someone might want to form such an entity and whether the IRS will respect the statutory restrictions given that under IRC 2704, the government retains the right to disregard certain…