Financial Due Diligence Preparation and readiness for the sell-side process will contribute to maximizing the value of your company and mitigate the risk of surprises at the critical stages of the proposed transaction. The author shares what to expect in a sell-side engagement and what can be done to exit successfully. You have considered the pros and cons to selling your manufacturing and distribution (M&D) business and have decided that the time is right to sell. Many entrepreneurs fail to realize that proper and timely planning and preparation for the “sell-side” process is critical to consummating a successful, timely, and…
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For When a Client Wants to Buy a Business The authors in this article share a checklist developed and provided to firm clients contemplating buying a business. The following are key steps involved when a client wants to buy a business. Buyers and their advisors can use this list as a timeline and road map of the steps that are expected to occur, and what they should plan on doing. A companion posting for clients that want to sell a business can be found at: https://quickreadbuzz.com/2020/06/17/business-valuation-ed-mendlowitz-task-list/ The buyer needs to make sure the seller wants to sell. The seller saying…
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For When a Client Wants to Sell Their Business The authors in this article share a checklist developed and provided to firm clients contemplating a sell of their business. Following are the steps involved when a client wants to sell their business. Buyers can also use this list as a timeline and road map of the steps that are expected to occur and what is expected of them. ❏ Be sure client wants to sell ❏ Be doubly sure client wants to sell. Them saying it does not make it so. Many prospective sellers start the process but do not…
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Conclusion (Part Six of a Six-Part Series) The first installment of this six-part series set forth an overview of the due diligence imperative for valuation professionals, in the context of the Four Pillars of Healthcare Value, i.e., Reimbursement, Regulatory, Technology, and Competition. The second through fifth installments reviewed the due diligence process related to the reimbursement, regulatory, competitive, and technological environments, respectively. This series conclusion will review the due diligence process generally as it relates to the healthcare industry. For more detailed information, see the September/October issue of The Value Examiner.
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Technology This article provides a peek at one of the six-part healthcare installments and provides an overview of the due diligence imperative for valuation professionals, in the context of the Four Pillars of Healthcare Value, i.e., Reimbursement, Regulatory, Technology, and Competition. The second, third, and fourth installments, already published, reviewed the due diligence process related to the reimbursement, regulatory, and competitive environments, respectively. This fifth installment reviews the due diligence process as it relates to technology in the healthcare industry. For more detailed information, see the July/August issue of The Value Examiner.
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Highlighting Recent Delaware Court Cases In this Case Law Update, three recent Delaware Court cases are reviewed. Two cases focus on whether the deal value is fair value and the third focuses on matters discovered following approval of a merger and who has standing to sue and what remedy, if any, is available to the disgruntled plaintiffs. The first two cases also delve into the role of experts, inputs that are used in the DCF (and usually contested), and the role of board members overseeing the process, as well as the value of process itself discovering price. The third case…
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Competition (Part Four of a Six-Part Series) The first part of this six-part series provided an overview of the due diligence imperative for valuation professionals, in the context of the Four Pillars of Healthcare Value, i.e., Reimbursement, Regulatory, Technological, and Competitive environments. The second and third installments reviewed the due diligence process related to the reimbursement and regulatory environments, respectively. This fourth installment will review the due diligence process as it relates to competition in the healthcare industry.
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Knowing the Business is Critical to Effective Risk Oversight In this article, the author shares excerpts of a speech he presented to board members regarding the importance of managing risk and sources of risk.
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Healthcare Regulatory Environment (Part III of VI) In the March/April 2018 issue of The Value Examiner, the author underscores the importance of undertaking rigorous due diligence to better understand the regulatory burdens and operational risks notwithstanding efforts to repeal and replace.
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Healthcare Reimbursement Environment, Part II of VI In the January/February 2018 issue of The Value Examiner, the author provides readers with an overview of the U.S. healthcare reimbursement system and details the due diligence process as it relates to reimbursement. This brief article is an excerpt, which is part of the series on healthcare reimbursement, where the author provides more in-depth explanation of the due diligence process.
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Enterprises, Assets, and Services With the emergence of value-based reimbursement, such as accountable care organizations (ACOs), clinically integrated networks (CINs), and bundled payment models, which rely on achieving the “Triple Aim” of healthcare at lower cost, U.S. hospitals are increasingly looking to change how services are being delivered by seeking more collaborative relationships with physicians, including vertical integration strategies such as the acquisition of healthcare-related enterprises, assets, and services (e.g., physician practices), direct employment, co-management, and joint venture arrangements with physicians and other providers. This abridged article was the first in a series of articles that appear in The Value…
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Identifying Gaps and Risks Valuation and financial forensics professionals and their firms often provide other services. In this article, the author discusses Anti-Money Laundering (AML) actions and which industries are at risk for violating Bank Secrecy Law and AML provisions. Many kinds of businesses are at risk for money laundering and for penalties if AML programs do not meet regulatory standards. Financial institutions—banks, credit card companies, investment brokers, etc.—are under scrutiny to comply with AML requirements as are casinos and dealers in hard goods such as automobile, boat, and airplane dealers, and jewelers. Certain industries, such as insurance and real…
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Analyzing corruption risk should be a key factor in businesses’ research into a new market. Transparency International’s Corruption Perceptions Index indicates corruption worsened in many markets in 2016. To read the full article in CGMA Magazine, click: Why Corruption Risk Should be Taken into Account When Evaluating New Markets.
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Negotiating, Structuring, and Reaping the Reward The authors share their views on what business owners should consider doing in anticipation of selling their business. The authors also share structuring considerations to close the transaction and reap the reward.
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What to Ask and Look for When You Need a Forensic Expert In today’s legal environment, it is not sufficient to present unsubstantiated evidence. Many subject matter experts do not properly substantiate their findings. When hiring a subject matter expert, careful screening is crucial to choose an expert with superior skills and credibility. This article presents methodologies by which you can perform proper due diligence on your prospective subject matter expert.
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Conducting Due Diligence on the Expert and Setting Expectations of the Expert Witness in a Litigation Engagement One of the risks of doing business today is getting involved in business disputes. Disputes take many forms. Disputes can be resolved through negotiation, mediation, arbitration, or litigation. Business disputes are frequently complex and the parties involved are sophisticated and motivated to succeed. It has become routine in complex commercial disputes to use expert witnesses to assist in preparing a case and in interpreting the facts of the dispute. Expert witness testimony and expert reports have become the norm in commercial disputes. This…
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Merger and acquisition activity in the healthcare industry has increased over the past few years. The playbook used in the past has shifted. In this article the authors share their views on whether and when to announce the deal, the importance of conducting pre-deal due diligence, appearing before the Board of Directors, understanding the constituents that are needed to succeed, and conducting pre-market due diligence in anticipation of Federal Trade Commission scrutiny.
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The impact on shareholder value Knowing the value of a business and delivering real value to a client company entails far more than using EBITDA multiples or going along with a rule of thumb to keep the peace. As professionals, valuators must be far more rigorous in their engagements, and focus on delivering value. The obligation to identify, measure, manage, and mitigate the risks are their responsibility. In this candid analysis, Dr. Carl Sheeler shares some insights, based on his 1,000+ engagements, where he has found problems that led to disputes, misalignment of expectations, and company-specific risks that impair value…
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Does failing to review anti-trust risk enormous penalties for being anti-competitive? M&A professionals need to take anti-trust considerations into their due diligence planning. As international manufacturing relationships continue to increase in the U.S., there is an ever-growing number of international authorities and nations ready and willing to contest your agreement.
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Consider Three Types of Private Preferred Stock Transactions, Each with Varying Degrees of Relevance to an Indication of Fair Value: Simple, Strategic, and Tranched Preferred Financing Last year, the AICPA issued guidance on evaluating private transactions with regards to their relevance in estimating the Fair Value of other securities within an enterprise via the back-solve method. The McLean Valuation Services Group recaps that guidance and explains what it should mean in practice. Appraisers need to carefully follow specific criteria and they need to exercise reasonable judgment.