In early‑stage and growth‑stage companies, it is common, and often surprising to founders, when the per‑share price established in an IRC §409A valuation does not match the price investors paid in a recent financing round. This difference can feel counterintuitive, especially when the company has just completed a successful raise and the preferred share price reflects strong investor interest. This article discusses why funding round and valuations differ. In early‑stage and growth‑stage companies, it is common, and often surprising to founders, when the per‑share price established in an IRC §409A valuation does not match the price investors paid in a…
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Consider the SLAT and GRAT in Gift Planning Understanding gift tax regulations is crucial for individuals and their advisors because it impacts estate planning strategies and can significantly affect the overall tax liability. Properly utilizing exemptions and understanding the rules surrounding gift taxation can help individuals minimize their tax burden and ensure a smooth transfer of assets to their intended beneficiaries. This article discusses the availability of the SLAT and GRAT gifting techniques. Understanding gift tax regulations is crucial for individuals and their advisors because it impacts estate planning strategies and can significantly affect the overall tax liability. Properly utilizing…
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Structured, Clear, and Well-Researched and Reasoned In a litigation setting, a well-written business valuation report can position your conclusion of value as credible. When completed for tax purposes, a well-written business valuation report can help avoid an IRS challenge. In any circumstances, a well-written business valuation report can provide the business owner with ways to increase cash flow and reduce risk. After business appraisers learn information about a business, research the economy and applicable industry(ies), analyze the financial statements, and estimate the value of the business, the work is captured in a report. In many cases, it is the business…
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Identification First! Few articles in the business valuation profession address the identification component of valuing goodwill, particularly personal or professional goodwill in the context of matrimonial dissolution matters. Current literature provides valuation professionals with techniques regarding the quantification or valuation exercise (e.g., cost approach, discounted cash flow, relief from royalty, etc.); however, this leaves professionals in some cases quantifying goodwill without determining what, if any, personal goodwill characteristics exist. This potential misstep may leave a valuation professional not addressing or identifying evidence to support that such an intangible asset exists. This article focuses on suggested practices to identify personal goodwill…
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Tax Saving Tips for Small Business Owners This article discusses the recently issued Rev. Proc. 2022-32. The revenue procedure also serves to remind every estate planner that the days of the high lifetime exemption will soon be ending starting in 2025, if not sooner with all the uncertainties in Congress and the economy. The author discusses the merits of gift-giving in light of the potential changes. On July 8, 2022, the IRS released a revenue procedure that can be seen as a wake-up call about a tax-saving opportunity that may be overlooked by estates and their fiduciaries. Rev. Proc. 2022-32…
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Conclusory Conclusions and Opinionated Opinions Tests of Time The current valuation environment tends to be more about supporting the conclusion of value based upon the chosen approach and methodology with consideration of all three approach to business valuation far too often involving little more than the analyst placing a wet finger in the air and saying “ah yes, a discounted cash flow.” This eleventh article of the Unimpeachable Neutrality series discusses the need for abductive inferences when valuing a business and delineates conclusory conclusions, opinionated opinions, and concluded opinions of value. I have a business that I would like to…
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Expert Assignments and the Impact of COVID-19 COVID-19 has had a dramatic impact on the global economy. As the economic crisis deepened, the Wall Street Journal reported, “The nation’s bankruptcy industry is bracing for a wave of business collapses triggered by the coronavirus pandemic as its ranks have been thinned by a decade of economic growth.” Working on business bankruptcy assignments in 2020 will present a special set of challenges for experts based upon the COVID-19 pandemic. For many industries, and for many individual debtors, there may be a dearth of post-COVID operating information and widely varying views as to…
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Alexa Voice AI Makes Conversational Valuation Possible What if your valuation reports could have a two-way conversation with your clients? How would that improve the usability of your work product? Could it increase the value of your firm’s intellectual capital? In this, the author discusses how Alexa Voice AI can deliver a calculation report to a client.
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Mike Gregory Discusses the Newly Released Five in One Book on Business Valuations and the IRS In this article, Michael Gregory provides some thoughts of how the official IRS rules of engagement are different from the unofficial rules of engagement and introduces how to work with the IRS. The 38 examples in the book provides additional insight. Mike Gregory recommends the book to all business valuation firms that have a library and those that prepare reports for federal tax purposes. Parts One and Two of the book discuss the IRS structure, process, and how to resolve conflicts with the IRS;…
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A Discount for Controlling Interests This article examines studies and judicial decisions addressing the use of DLOMs where there are controlling, 100% ownership interests, followed by review of a recent client assignment that illustrates the importance of being well versed with the valuation theory in this area.
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What About Subsequent Events—Lessons from the Valuation of Artwork? In the December 2015 Tax Court Memo Estate of Newberger v. Commissioner, the Tax Court considered post-date-of-death sales prices in the valuation of three separate pieces of artwork owned by the decedent. Considered in one instance was the sale of the actual piece of art itself, and in two other instances, the sale of other pieces of art considered comparable to the art owned by the decedent. Also at issue was how the Great Recession impacts value in the context of reliance on actual or comparable sales transactions. Although this case…
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Managing Expectations of Sellers and Buyers Using the Right Standard of Value The author presents eight standards of value that a valuation analyst may need to consider and discuss with a client. Each standard has a different set of rules and the valuations can vary greatly. Valuing a business is an art – not a science – even though careful calculations are made to arrive at an appraisal of the business. The author also provides some insight regarding how these are used and how the valuation analyst can protect their client.
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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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and the Process for the Valuation of a Closely Held Business (Part 1 of 2) Assessing shareholder value for either publicly held or privately held companies are two sides of the same coin. The U.S. capital markets have undergone significant changes in the past several years. This development in turn has had an impact on how these two types of companies are valued. Valuing public companies can be rather straightforward; valuing a closely held or private company is more challenging. In this series, the author will explore some of the methodologies available for valuing a closely held—or private—business.
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Problems and solutions The Guideline Transaction Method (GTM) remains a viable option for valuing businesses; the question is whether it is being properly applied. In this article, Eric Barr proposes that despite the recent negative press, the GTM can provide valuable insight.