Both Buyers and Sellers Should Follow a Careful Process to Realize a Successful Transaction. Here are Some Tips A successful business sale will ideally leave both the buyer and seller feeling the transaction was a success. Charles Andrews recaps questions that he asks sellers before accepting an engagement as a transaction advisor and lists ten steps defining a business sale process most likely to satisfy both buyer and seller.
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Private Companies and Nonpublic Not-for-Profits are Exempted from a Particular Fair Value Disclosure as a Result of Recent FASB Amendment The Financial Accounting Standards Board responded quickly to concerns voiced in December to issue an amendment clarifying that private companies and nonpublic not-for-profits are exempted from a particular fair value disclosure. Ken Tysiac at The Journal of Accountancy reports the news:
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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.
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The “Market” is Not Always Right When it Comes to Value, Especially in M&A Transactions The mergers and acquisitions market began a slow recovery this last year after a sharp downturn in 2009. Was the slowdown caused by banks reducing lending activity, cash hoarding by businesses, economic uncertainty, or the simple failure of buyers and seller to agree upon price? Michael Blake takes a look at how value is variously defined—“fair market value,” “fair value,” “investment value,” and “market value”—and offers an assessment of what may prove to be the primary market M&A activity drivers going forward.
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Cases in Ohio, Delaware Assess Acquisition Share Value, Family Business In Iacampo v. Oliver Iacampo, the Ohio Court of Appeals rules on the appropriate use of experts in valuing a family business, the nature of passive income, and financial help from the wife’s parents. In Delaware, Gaerreald v. Just Care, Inc. turns on proper methods for determining share value, the value of an expert opinion, and deference to management projections.
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In Palmerino v. Palmerino, the Massachusetts Court of Appealsconsidered whether a trial court erred in valuing the husband’s grocery store. The trial court’s approach had not included discounts—and went further to state that the income approach is preferable for valuation. Find out what the court decides! In Giaimo v. Vitale, the Supreme Court of New York considers the dissolution of a company called EGA Associates. The case involved the sale of 19 residential buildings in Manhattan, accusations of fraud during discovery hearings on fair value, and the applicability of proposed discounts for marketability and built-in capital gains.
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The Financial Professional’s Guide to Healthcare Reform; Accountants’ Handbook, 12th Edition New titles from Wiley this summer include Scott Miller on Buyouts, Dietrich and Anderson’s thorough Financial Professional’s Guide to Healthcare Reform, Roman Weil et al. on Litigation Services and the Financial Expert, and Graham and Carmichael’s Accountants’ Handbook, 12th Edition.
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Are Deficiencies More Common? Or is it Simply that PCAOB Now Successfully Targets Audit Areas Prone to Problems? Emily Chasan at the Wall Street Jurnal’s CFO Report delivers the news that The Public Company Accounting Oversight Board has been catching an increased number of audit errors around fair value measurement this year, says PCAOB member Lewis Ferguson. He notes that audit regulators around the world have been finding issues with fair value measurement as well as auditor independence and going concern opinions.
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How to Arrive at an Appropriate Fair Market Price for a Medical Practice When valuing a medical practice, how do you determine fair market value in light of recent Stark II regulations? Some of it depends on the definition of the term “commercially reasonable.” And a lot also depends on accurate assessment of future revenues, as well as expense assumptions. Here’s a guide to what to keep an eye on as you navigate this territory.
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Case Law—State: American Ethanol, Inc. v. Cordillera Fund, LP In American Ethanol, Inc. v. Cordillera Fund, LP, the Supreme Court of Nevada is required to weigh in on fair market value. A lower court had judged that stockholders were fairly paid some $1.75M (about $3 per share) for American Ethanol at the time of the merger. American Ethanol appealed, claiming it was worth more. Part of its argument was that its appraiser—an unaccredited one—couldn’t be expected to perform sophisticated calculations, such as a discount for lack of marketability. Find out what the Nevada Supreme Court determines and why!
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The Public Company Accounting Oversight Board found 123 audit deficiencies related to fair-value estimates and asset impairments in 2010, making asset valuation the most common audit problem. Market volatility always makes it tough to value assets fairly based on market prices. But that doesn’t mean management forecasts—and the assumptions and methodologies of financial modeling used in corporate pricing—couldn’t benefit from additional scrutiny. Emily Chasan reports at the Wall Street Journal’s CFO Report blog: The Big Number: 123 That’s the number of audit deficiencies related to asset-valuation problems found among clients of the Big Four accounting firms in 2010. Market volatility…
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Private Equity Manager reports that with regulators looking over their shoulders, some GPs are playing it safe by hiring third-party valuation advisors to check their numbers. However not all third-party opinions are equal, warns Cindy Ma, managing director at advisory-focused investment bank Houlihan Lokey. PE Manager’s Nicholas Donato talked with her recently. Here are excerpts: There was a feeling of unease in the industry when the US Securities & Exchange Commission (SEC) announced an informal inquiry into private equity portfolio valuations. Many wonder, how do I stay off regulators’ radar screen? The SEC has developed a number of analytical tools that now…