A Short Introduction to Buy-Sell Agreements for Attorneys

Business Valuation Issues in Buy-Sell Agreements


Buy-sell agreements have been likened to business owners’ prenup agreements. They are certainly not romantic, but buy-sell agreements are among the most important and most neglected of corporate and legal agreements. What is not clearly understood, however, is that they are also business and valuation documents.

Valuation Implications of the Proposed Changes to Section 2704

Good News or Bad News? Maybe Not So Bad


It is clear that the DOT/IRS are attempting, through Proposed Changes to Section 2704 of the Internal Revenue Code, to eliminate minority interest discounts and marketability discounts (DLOMs), even though those terms are not mentioned at all. I have read the Proposed Changes as a business appraiser and a businessman. They may have succeeded in eliminating “minority interest discounts” and “marketability discounts” as those terms are currently used. However, I do not think they have succeeded in eliminating valuation discounts in fair market value determinations for family partnerships or other family entities.

My thoughts are compiled in a new whitepaper, “Valuation Implications of the Proposed Changes to Section 2704”.

An Integrated Theory for the Major Valuation Issues of Today

Overview of Coming Presentation at AAML Annual Meeting 2016


On November 4, 2016, I will be speaking at the AAML Annual Meeting addressing a topic that is near to my heart as a business appraiser: An Integrated Theory for the Major Valuation Issues of Today. While each of these issues is worthy of hours of coverage, I provide an overview these issues in my post today.

Yahoo’s Demise and Lessons for Private Business Owners


On Monday, July 25, 2016, Verizon announced the acquisition of the operations of Yahoo for $4.8 billion. I waited on this post because it really isn’t about Yahoo, but about lessons for closely held business owners and their advisers. In any event, that $4.8 billion value for Yahoo’s operation was a far cry from previous indications of value for Yahoo.

Market Value of Total Capital and Enterprise Value

Cash Creates Potential Differences in Total Capital Multiples


In the last post, we examined a conceptual diagram showing the relationships between two different balance sheets and two separate measures of total capital value for a business. In this post, we return to our example and these relationships to discuss the absolute equity and total capital valuations of the three public companies, and then, at their relative valuations.

Market Value of Total Capital and Enterprise Value

Cash is the Difference


In an earlier post, we began a discussion of the differences between two total capital valuation concepts, market value of total capital (MVTC) and enterprise value. In this post, we will add to the discussion.

It is important to understand key balance sheet and market value concepts as well as how they relate to each other. Appraisers and market participants examine market evidence for publicly traded companies to infer valuation metrics for private companies. In valuation-speak, this method is called the guideline public company method. A number of market multiples are commonly examined using the guideline public company method.

Idaho Supreme Court Affirms No DLOC and No DLOM in Fair Value Proceeding

Statutory Fair Value and Business Valuation Series #9


The Idaho Supreme Court issued an opinion in Wagner v. Wagner affirming a District Court’s determination in the fair value of shares of Wanooka Farms, Inc. This determination of fair value was a matter of first impression in Idaho. The District Court determined that neither a discount for lack of control (minority discount) nor a discount for lack of marketability (marketability discount) were appropriate in the determination of fair value. The Supreme Court in Idaho affirmed this conclusion, but where does this leave the definition of fair value in Idaho?

Ownership and Management Transition Planning or Mere Hope?


Recently, an attorney and financial planner called me to talk about a client who was discussing his ownership, management succession plans, and the life insurance associated with his “planning.” During our two-hour discussion, I learned about the client’s situation and was able to offer potential modifications to his current transition plan.