• Mergers and Acquisitions/Exit Planning - QuickRead Top Story

    Options for Business Owners Exploring Exit Opportunities: Looking to Reduce Risk, and Increase Liquidity

    April 8, 2026

    Business owners have a myriad of business exit options. In this article, the author posits that selling the business may not be the best option, and discusses the options business owners may want to consider to suit their goals. The Moment You Start Thinking About an Exit It usually starts quietly. A colleague hangs up the proverbial hat and heads somewhere warm after you bought their book of business in a take-it-or-leave-it deal because you thought it would give you the boost to meet your financial goals. You watch a competitor get acquired by another competitor or bought out by…

  • Mergers and Acquisitions/Exit Planning - QuickRead Top Story

    Exit Planning: Examining Available Sale Options and Steps to Maximize the Financial Outcome (Part I of II)

    October 29, 2025

    Effective exit planning is essential for business owners to maximize financial outcomes when selling or transferring their business. This two-part comprehensive guide explores the strategic options available, the timing required for preparation, and key value drivers to enhance sale success. Effective exit planning is essential for business owners to maximize financial outcomes when selling or transferring their business. This comprehensive guide explores the strategic options available, the timing required for preparation, and key value drivers to enhance sale success. I have been involved in buying and selling businesses for about 25 years and have talked to countless business owners during…

  • QuickRead Top Story - Valuation/Appraisal

    Essential Factors in Deciding: Whether to Establish an ESOP

    June 25, 2025

    Not all companies are fit for an ESOP. The decision to create an ESOP is a significant one, and it requires careful evaluation beyond enthusiasm or the appeal of tax deferral. Two critical considerations stand out when evaluating whether to move forward: (1) independence of the valuation expert, and (2) whether the company is operationally, financially, and structurally suited for ESOP ownership. The author discusses the consequences of sponsoring an ESOP. For many closely held business owners, the question of succession planning often leads to consideration of an Employee Stock Ownership Plan (ESOP). ESOPs offer a unique structure that allows…

  • QuickRead Top Story - Valuation/Appraisal

    Understanding the Biden Administration’s NPRM on “Adequate Consideration” and the Trump Administration’s Freeze

    March 12, 2025

    This article is the latest installment of QuickRead articles on ESOP regulations. Specifically, it focuses on the request, and status thereof, for the Department of Labor to clarify “adequate consideration” for the valuation of entities held in ESOPs. This article is the latest installment of QuickRead articles on ESOP regulations.[1] Specifically, it focuses on the request, and status thereof, for the Department of Labor (DOL) to clarify “adequate consideration” for the valuation of entities held in employee stock option plans (ESOP). On January 20, 2025, President Trump issued an Executive Order freezing all former President Biden’s proposals that had not…

  • QuickRead Top Story - Valuation/Appraisal

    Adequate Consideration Status Update, Part II

    January 8, 2025

    For purposes of valuing an ESOP, the question of what is “adequate consideration” has vexed the author and other BV practitioners. In this article, the author shares an update on the DOL’s response to earlier inquiries. Her two previous articles published in QuickRead detailed the earlier efforts to clarify what constituted “adequate consideration” for the valuation of entities held in ESOPs. On October 25, 2024, the OMB received a proposal on the topic from the DOL intended to clarify how shares in ESOPs are valued via adequate consideration. To date, I have written two QuickRead articles (“Adequate Consideration” Defined? and…

  • Litigation Consulting - QuickRead Top Story

    Shannon Pratt’s, The Lawyer’s Business Valuation Handbook 3rd Edition

    December 11, 2024

    Book Review This fall, the American Bar Association released Shannon Pratt’s The Lawyer’s Business Valuation Handbook 3rd Edition. This publication has been edited by Roger J. Grabowski, FASA and Alina Niculita, ASA, ARM-BV, CFA, MBA. It is a comprehensive guide for attorneys (and judges) to enable them to better understand the substance and basis of the valuation expert’s work. In this article, Michael G. Kaplan reviews the book. I Had a Problem! I received a phone call from an attorney. He was representing a client involved in a hotly contested lawsuit involving the impairment of the value of a business.…

  • QuickRead Top Story - Valuation/Appraisal

    Business Valuations Used in ESOPs

    October 23, 2024

    Federal Rules and Regulations Governing ESOPs Business valuation reports of employer’s securities owned by ESOPs are subject to review by plan fiduciaries, government agencies, and IQPAs auditing the ESOP’s financial statements. Each of these readers have their own responsibilities to the participants and beneficiaries of the plans. This article will examine the federal rules and regulations governing ESOPS, the responsibilities of the report readers, and the use of the report as audit evidence. Introduction Business valuation reports of employer’s securities owned by Employee Stock Ownership Plans (ESOP) are subject to review by plan fiduciaries, government agencies, and independent qualified public…

  • QuickRead Top Story - Valuation/Appraisal

    Adequate Consideration Status Update

    August 28, 2024

    Awaiting Proposed ESOP Regulations In April of this year, the author wrote “Adequate Consideration” Defined? for QuickRead. Since then, the author has regularly checked for updates from the Department of Labor (DOL) with respect to the definition of adequate consideration as it pertains to section 408(e) of the Employee Retirement Income Security Act of 1974 and employee stock ownership plans. Although there have not been any regulatory updates from the DOL (as it pertains to the definition of adequate consideration), there is some news on the topic to share. In April of this year, I wrote “Adequate Consideration” Defined? for…

  • QuickRead Top Story - Valuation/Appraisal

    “Adequate Consideration” Defined?

    April 24, 2024

    A Legislative Approach? In April of 2023, the United States Department of Labor (DOL) committed to move forward with a regulation to clearly detail “adequate consideration” in section 408(e) of the Employee Retirement Income Security Act of 1974 (ERISA). For decades the DOL has utilized litigation versus heeding Congress’s edict to enact regulations regarding adequate consideration and it seems as though action is going to finally be taken. This article discusses recent developments suggesting a change in their approach. In April of 2023, the United States Department of Labor (DOL) committed to move forward with a regulation to clearly detail…

  • QuickRead Top Story - Valuation/Appraisal

    Best Practices for Reasonableness of Employee Compensation Analysis

    February 7, 2023

    (Part I of III) This article about excess compensation is comprised of three-parts. Part one summarizes the facts regarding Clary Hood, Inc. v. Commissioner and the U.S. Tax Court’s holding. Part two of this series describes the Tax Court’s analysis and conclusions regarding the reasonableness of compensation issues. Part three describes the Tax Court’s analysis and conclusions regarding Section 6662 penalty issues. Introduction There are many reasons why valuation analysts and other professional advisers are asked to analyze—and opine on—the reasonableness of the amount of compensation paid to the employees of a private company or institution. Assessing the reasonableness of…

  • QuickRead Top Story - Valuation/Appraisal

    Common Pitfalls to Avoid in a 409A Valuation

    June 8, 2022

    How to Avoid Them! A 409A valuation refers to a method of determining the value of a company’s common stock. In other words, the 409A valuation is a method of calculating fair market value (FMV) according to the regulations under the Internal Revenue Code (IRC). This valuation can be carried out using various types of valuation methodologies, however, it is important to avoid pitfalls in 409A valuation when carrying out the valuation to obtain a more accurate result. In this article, we will discuss some of the most common mistakes that can be made when carrying out a 409A valuation,…

  • Mergers and Acquisitions/Exit Planning - QuickRead Top Story

    The Ticking Clock

    August 18, 2021

    The Future of Main Street Business Succession In 2001, veteran investment banker, Peter Christman, first identified the need for a holistic approach to preparing owners of midmarket businesses for sale and/or exit. He set about writing a book to address this. At the time, the first Baby Boomer was 56 years of age. Those Baby Boomers are now not so young. In this article, the author shares his impression of the challenges Main Street business owners and business succession advisors face developing a plan and executing the exit plan. A Brief History Depending on how you mark the start date,…

  • QuickRead Top Story - Valuation/Appraisal

    The Repurchase Obligation of an ESOP-Owned Company

    December 30, 2020

    Funding and Planning for Repurchase Obligation and the Use of COLI Understanding the potential detriments of unfunded (or under-funded) repurchase agreements, the ability to put the proper insurance in place to adequately address the financing of retirement benefits for ESOP shareholders has been proven to be a prudent financial decision for many companies. There are many significant benefits to being an employee-owned company. Management must take care to ensure that funding is planned for and available to. One of the purposes of an employee stock ownership plan (ESOP)  is to provide retirement benefits to ESOP participants. Because an ESOP holds…

  • QuickRead Top Story - Valuation/Appraisal

    Employee and Executive Compensation and Benefits

    August 19, 2020

    Popular Plans to Incentivize and Retain Talent Employees and executives can get added compensation in addition to their salaries. In some cases, these benefits could exceed the salary. Most of these benefits are contractual and, where there is a discretionary element, it is usually awarded by the board of directors. This article provides a round up listing of the more popular benefits. Not included are standard benefits covering most employees. Employees and executives can get added compensation in addition to their salaries. In some cases, these benefits could exceed the salary. Most of these benefits are contractual and, where there…

  • QuickRead Top Story - Valuation/Appraisal

    Valuation Treatment of the ESOP

    June 10, 2020

    Repurchase Obligation Liability There are certain valuation aspects that are unique to employee stock ownership plan (ESOP) sponsor company valuation engagements. The ESOP repurchase obligation is one of those aspects. There is a diversity of practice in the valuation profession as to how to treat the repurchase obligation for sponsor company valuations performed for ESOP administration purposes. There are several alternatives that may be appropriate depending on the facts and circumstances of the assignment, and the analyst’s interpretation of the fair market value standard of value for ESOP administration engagements. This discussion provides a hypothetical ESOP sponsor company valuation to…

  • QuickRead Top Story - Valuation/Appraisal

    ESOP Implementation Considerations

    June 2, 2020

    A Leverage ESOP versus a Non-Leverage ESOP An employee stock ownership plan (ESOP) is a qualified retirement plan that allows employees to hold equity in the sponsor company that employs them. There are various strategies that may be considered when the sponsor company forms an ESOP. One important structural decision regarding the ESOP formation is whether the ESOP will be leveraged or non-leveraged. This discussion compares the leveraged ESOP structure and the non-leveraged ESOP structure. Introduction There is a reason for the phrase, “no two ESOPs are alike.” An employee stock ownership plan (ESOP) can be structured to meet a…

  • QuickRead Top Story - Valuation/Appraisal

    Rebuttal: Another Point of View Regarding the Role of the Valuation Analyst

    January 22, 2020

    In the Formation of an ESOP Mr. Robert Reilly, in a two-part January 2020 QuickRead article, as published by NACVA, provides a detailed and learned discussion regarding the role a valuation analyst might play in the early stages of the formation of an Employee Stock Ownership Plan (ESOP). This paper is not intended to be, in any way, a critique of Mr. Reilly’s presentation, but rather an appendix highlighting some of the many risks a valuation analyst will face when accepting an ESOP related engagement. Mr. Robert Reilly, in a two-part January 2020 QuickRead article, as published by NACVA, provides…

  • QuickRead Top Story - Valuation/Appraisal

    Comments: A Follow-up Response to Michael McKean on ESOP Valuations

    January 22, 2020

    Robert Reilly Shares His Thoughts on Impressions Should a valuation analyst accept an ESOP valuation engagement? That is the question raised by Michael McKean in his article written in response to the recent QuickRead article series by Robert Reilly. In this article, Mr. Reilly shares his thoughts on the subject matter. I am old enough to remember the early television show, The Original Amateur Hour. I started watching the show in the 1950s, although it debuted on television in 1948 (before my time). I remember the spinning wheel and the phrase, “Round and round she goes, and where she stops…

  • QuickRead Top Story - Valuation/Appraisal

    The Role of the Valuation Analyst

    January 15, 2020

    In an ESOP Formation Financial Feasibility Analysis (Part II of II) This is the second of two-part article that discusses ESOPs. In this part, the author focuses on quality of earnings, liquidity, and plan design analyses. Owners of a private company who are looking for an exit strategy may consider the sale of all (or part) of the company to an employee stock ownership plan (ESOP). Such a strategy may be particularly attractive to baby boomer private company owners who are seeking retirement and liquidity and who would prefer to see their loyal employees retain a stake in the company…

  • QuickRead Top Story - Valuation/Appraisal

    The Role of the Valuation Analyst

    January 8, 2020

    In an ESOP Formation Financial Feasibility Analysis (Part I of II) This two-part article discusses ESOPs. Owners of a private company who are looking for an exit strategy may consider the sale of all (or part) of the company to an employee stock ownership plan (ESOP). Such a strategy may be particularly attractive to baby boomer private company owners who are seeking retirement and liquidity and who would prefer to see their loyal employees retain a stake in the company ownership. This article considers the role of the valuation analyst in performing an ESOP financial feasibility analysis. Such an analysis…