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 ...

Part III in a Series Addressing Advances in Forensic Accounting and Financial Forensics Those working to manage valuations and investigate fraud are seeing the impact of two trends that emerged in 2023: an increasingly tight labor market and the advancement and adoption of new technologies. The reality is as we enter 2024 and the workforce continues to shrink, the implications of these new technology innova ...

NACVA/CTI BVFLS Conference Presentation Summary This article is a review of a session involving exit planning that was covered in a highly interactive, standing-room-only session from the NACVA/CTI BVFLS Conference in Fort Lauderdale, FL on December 14, 2023. This article is a review of the topics covered in the highly interactive, standing-room-only session from the NACVA/CTI BVFLS Conference in Fort Laude ...

Indications for 2023 After a record year in 2021 transactional activity, where healthcare mergers and acquisitions (M&A) were up by 56 percent, the market continued to thrive in 2022. Preliminary results revealed that 2022 M&A deals hit a record high of 2,409 deals; 150 transactions over what was observed in 2021. Despite economic challenges (e.g., rising interest rates and borrowing costs, inflatio ...

Third Quarter 2022 2021 was a significant year for business owners who chose to exit via a sale of their privately held businesses. The government’s response to the COVID-19 pandemic pumped billions of dollars into the economy, helping to drive a robust mergers and acquisitions market led by aging baby boomers preparing to retire and concerned about the prospect that the Biden administration was potentially ...

Indications for 2022 After an understandable slowdown in 2020, due to the onset of the COVID-19 pandemic, merger and acquisition (M&A) activity in the healthcare industry accelerated in 2021, and the industry is expected to continue the high number of deals and high deal volume in 2022. This article will review the U.S. healthcare industry’s M&A activity in 2021 and discuss what these trends may mea ...

Part II of II This is the second of a two-part article (Read Part I here) that focuses on the situation where the target company is a private corporation, and the sellers are employee/shareholders. This discussion summarizes the taxation and valuation considerations related to a transaction where employee/shareholders are selling the private C corporation stock to a C corporation acquirer. Some of the taxat ...

(Part I of II) This is a two-part article that focuses on the situation where the target company is a private corporation, and the sellers are employee/shareholders. This discussion summarizes the taxation and valuation considerations related to a transaction where employee/shareholders are selling the private C corporation stock to a C corporation acquirer. Some of the taxation and valuation considerations ...

And S Corporation Acquisitions Analysts should be aware that one transaction tax structure that is particularly popular regarding private equity firm acquisitions is an Internal Revenue Code Section 368(a)(1)(F) reorganization of the private S corporation. The article discusses several of the reasons why owners may want to sell—and why private equity firms may want to buy—an S corporation target company. Th ...

Analysis of Deal Stats Pre- and Post-COVID-19 This article will review PE activity generally, and in the healthcare industry, during the COVID-19 pandemic, and discuss what is expected for the remainder of 2021, as the economy evolves in response to a post-pandemic America. The involvement of private equity (PE) in the healthcare industry in the first quarter of 2021 disappointed investors after the number ...

Dieckman v. Regency GP LP et al. This article discusses Dieckman v. Regency GP, LP, a recent Delaware Chancery Court decision. It is a reminder for valuation professionals providing damages testimony to be wary when mixing the use of the market approach and income approach when estimating damages in situations where multiple entities are involved. For example, using the income approach in valuing the allege ...

Understanding the Claims Process and Anticipating Issues The merger and acquisition (M&A) market has evolved over the last several years and faced turbulence in 2020. One increasingly popular aspect of an M&A transaction is the use of representation and warranty insurance policies. After acquiring a business, a buyer may become aware that representations and warranties in the purchase agreement that ...

Buyouts engineered by optimistic CEOs and pessimistic CFOs have the best odds of success. As the U.S.-China trade war drags on, sirens are going off on sales, earnings, and growth forecasts around the world. But one aspect of corporate activity is bucking the gloom: mergers and acquisitions (M&As). Global appetite for M&As is at a 10-year peak, fueled by years of sustained economic growth and low co ...

How to Avoid Romance of the Deal through Cold-Hearted Diligence This paper attempts to address these issues while presenting summary critical considerations that can and do mitigate the likelihood of unintended consequences and deals that fail to deliver. Specifically, it will speak to how advisors and buyers can verify and substantiate the most critical and yet intangible value drivers in a deal. Recently, ...

A firm can enrich its value to prospective suitors by investing in a top-notch IT infrastructure and exhibiting a willingness to embrace new technologies. To read the full article in Journal of Accountancy, click: Building a State-of-the-Art M&A Target. ...

For public companies, it is increasingly necessary to disclose a preliminary allocation of purchase price in the 10-Q or 10-K immediately following the closing date.  Although M&A activity slowed in the first nine months of 2017 compared to 2016, valuation multiples have continued to rise and major stock market indices marched steadily higher.  Lucas Parris, senior member of Mercer Capital’s Financial R ...

The Appraisal Foundation’s forthcoming VFR Valuation Advisory #3, The Measurement and Application of Market Participant Acquisition Premiums (Advisory #3) sets forth best practices for measuring and evaluating the reasonableness of valuation premiums applied in (or implied by) fair value measurements of controlling interests in business enterprises.  Travis Harms, Mercer Capital’s Financial Reporting Valuat ...

The first three quarters of 2017 were active for U.S. markets.  Major indices were characterized by low volatility and upward momentum against a backdrop of tightening monetary policy and strong economic indicators.  Private equity saw steady deal flow despite challenging market conditions, and record levels of venture capital deployment were seen amidst declining deal volume as capital continued to gravita ...

The rise in firm discontinuances and sales brings with it a host of practitioner concerns regarding independence, confidentiality, and the transfer of client files.  To address these concerns and provide specific guidance, the Professional Ethics Executive Committee issued two new interpretations of the AICPA Code of Professional Conduct (the Code) and revised an existing interpretation.  April Sherman, man ...

The stock market rallied in the first five months of the year, with the Dow Jones and S&P 500 reaching record highs and continuing to climb.  Megan Richards, financial analyst with Mercer Capital, explains though, that IPOs remain scarce compared to prior years. To read the full article in Mercer Capital's Financial Reporting Blog, click: IPO Supply and Demand. This article is republished from Mercer Ca ...