The “Words on the Pages” of Every Buy-Sell Agreement Matter

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I have long used the term of “words on the pages” of buy-sell agreements to relate to those usually too few words that describe the valuation processes called for by the agreements. A typical agreement will devote 150-200 words to attempt to describe a multiple appraiser valuation process. It is not possible to do so. There are too many things that have to be described or defined. In this video, I talk about the defining elements of any buy-sell agreement valuation process and the need for clarity in the “words on the pages” to assure reasonable processes when agreements are triggered. I also state that I have a new book in the process of finishing that will provide draft “words on the pages” that have a good chance of working. Attorneys, business appraisers, and other advisers to business owners will want this book!

Fair Market Value: A Picture is Worth a Thousand Words

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I spoke earlier this week at the Pennsylvania Institute of Certified Public Accountants in King of Prussia, PA. After getting somewhat lost in the King of Prussia Mall, the largest mall by number of stores in America, I talked about simplifying complex valuation concepts for judges and juries and also about buy-sell agreements. This Valuation Video tackles one of my topics, the adage about a picture being worth a lot of words when talking about Fair Market Value.

Bank Valuation Concepts Can Influence How You Think and How You Lead

Recap from the Best Banks in America Super Conference

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How can you use bank valuation concepts to influence how you think and how you lead? That’s the question that I asked in a recent session at the Best Banks in America Super Conference put on by the Emmerich Group in Minneapolis. In this video, I discuss how basic concepts of valuation can help us think about how we look at banks and how we lead when we manage those banks.

News from the 2019 ASA International Appraisers’ Conference in New York City

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As the ASA International and Business Valuation Conference wraps up at the Marriott Marquis at Times Square in New York City, I took a couple of minutes to talk about the conference on this Valuation Video. I spoke on building strong referral networks with Jay Fishman and summarize seven key points he made and eight key points I made in the video. I also discuss a bit about the conference and folks I spent time with while there. If you weren’t there, you missed a good conference.

The Business Ownership Transfer Matrix and the Law of Unintended Consequences

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Beyond a shadow of a doubt, if you own stock in a closely held or family business today, there will come a time in the future when you do not own or control it. This Valuation Video examines the Business Ownership Transfer Matrix that dictates that you will sell or transfer your shares, either partially or totally, and either voluntarily or involuntary. If you don’t plan ahead, the Law of Unintended Consequences may come into play. When you transfer stock involuntarily, you lose control over what happens, and things can happen that you didn’t intend. Promises may not be kept, estate taxes may be maximized, control may shift unexpectedly, and on. So plan ahead!

Failure to Reach Annual Agreement on Buy-Sell Agreement Pricing Leads to Litigation for Ohio Insurance Agency

Kashmiry v. Ellis Highlights Importance of Recurring Appraisal for Buy-Sell Agreements

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Kashmiry v. Ellis is a recent Ohio appellate case regarding the buy-sell agreement portion of a shareholders’ agreement. The case reinforces a number of things I have been “preaching” about for years. If a buy-sell agreement has provided for an annual valuation by agreement of the parties, then the parties must reach agreement annually. If the agreement then provides for a valuation mechanism to determine the price following a trigger event, then the valuation process should be clearly defined and workable.

A Tale of Two Appraisers – Or Two Companies

Every Single-Period Income Capitalization Entails an Implied Forecast

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It is a fact that for every use of the single period income capitalization method, where a single assumption about expected earnings is made as a representative of “expected” earnings, there is an implied forecast of earnings and an implied use of the discounted cash flow method. This Valuation Video provides two looks – and two forecasts – for a company that might have been prepared by two different appraisers. The question addressed in this Valuation Video is whether the “forecasts” used in single-period income capitalizations are reasonable and the best representation of near-term expected cash flows and their future growth. I think the perspectives offered will be worth your time to listen to the video or to read the transcript.

What is Your Company’s Dividend Policy?

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This video post asks business owners and advisers two questions: 1) Is your company’s (or your clients’ companies for advisers) dividend policy a good one that is meeting the needs of its owners for current income versus capital appreciation? And 2) If not, do you need to be working on your dividend policy to improve its effectiveness?