Mercer’s Musings #3: Marketability Discounts Re Two Hypothetical Minority Interests

In Mercer’s Musings #3, I address this basic quantitative derivation of marketability discounts for Companies A and B. As valuation is a function of expected cash flows, growth, and risk, any methodology failing to account for these factors is inadequate. Through a hypothetical comparison of two identical corporations with differing minority interests, I emphasize the value of a nuanced approach to valuation, suggesting that reliance on outdated averages from restricted stock studies is insufficient for accurate marketability discount estimation.

Mercer’s Musings #2: Using Restricted Stock Studies to Support Marketability Discounts

In “Mercer’s Musings #2,” the focus shifts to the examination of restricted stock studies and their application in determining marketability discounts for gift and estate tax appraisals, offering valuable insights for appraisers across all credential spectrums. Highlighting the inherent challenges of such studies, I underscore the lack of economic relevance these studies hold in contemporary valuation scenarios, particularly emphasizing their disconnect with current private company valuations. Through an analysis and a hypothetical valuation scenario, I invite readers to explore the nuanced complexities of applying marketability discounts, advocating for a quantitative approach informed by common sense, judgment, and reasonableness.

Mercer’s Musings #1: USPAP and the Internal Revenue Service

Many years ago, I wrote a column for the Business Valuation Review that the editor, Jay Fishman, FASA, called “Mercer’s Musings.” In this blog and with this post, I reintroduce “Mercer’s Musings” because I would like to reflect on a number of seemingly unsettled issues in the business valuation world. This first musing relates to the need (or not) to comply with the Uniform Standards of Professional Appraisal Practice promulgated by The Appraisal Foundation in gift and estate tax appraisals prepared for the Internal Revenue Service.

The Basis for Control Premiums

Control/Lack Thereof or Expected Cash Flow, Growth, and Risk?

My co-author, Travis W. Harms, CFA, CPA/ABV, and I have been doggedly insisting that business valuation questions, issues, premiums, discounts, and more be viewed through the combined lens of expected cash flow, its expected growth, and the risks associated with achieving the expected cash flows.

Until the latter 1990s, it was thought that buyers of companies paid premiums (over publicly-traded prices of targets) for elements of control.  The current view is that buyers of companies pay for expected changes, post-acquisition, in combined cash flows and potentially reduced risk.  Unfortunately, the valuation literature appears slow to recognize this change in thinking from paying for control (or lack thereof) to paying for relevant value based on the expected cash flows of a business or an interest in a business from the viewpoints of market participants at the respective levels.

USPAP Standards Rule 9-4 Creates a Problem for Business Appraisers

There were significant changes in Standards Rule 9-4 of the Uniform Standards of Professional Appraisal Practice regarding the development of business appraisals between 2005 USPAP and 2006 USPAP. The changes relate to moving from following procedures and considering approaches to a focus on developing “credible appraisal results” and analyzing “the effect on value, if any” or a number of quite specific valuation factors.

There were changes to Standards Rule 9-4(a) and 9-4(b) that shift emphasis to credible appraisal results and to introduce a focus on intangible assets for the first time. Standards Rules 9-4(c) and 9-4(d) were completely new and require appraisers to “analyze the effect on value” of a number of very specific factors that we will discuss in this post.

Appraisers who must follow USPAP, and that includes all members of the American Society of Appraisers and any appraisers conducting appraisals for gift and estate tax purposes or for other purposes involving the federal government, these standards apply. The rules apply, practically, to almost all appraisers, including those holding ABV and CVA designations.

And now for a bold conclusion at the outset: Many appraisers who focus on using restricted stock studies and pre-IPO studies as a basis for determining marketability discounts for illiquid minority interests have historically not been and are currently not providing standards-compliant appraisals for their clients.

And that’s a problem.

Deja Vu #11: Can Restricted Stock Studies Be Used to Estimate DLOMs for Dividend-Paying Companies?

This 11th post in my Deja Vu series on restricted stock studies addresses the ability of any restricted stock study to help business appraisers estimate the impact of expected future dividends on the value of illiquid minority interests of companies. This is the functional equivalent of estimating and applying the marketability discount (or DLOM). The conclusion is that there is insufficient information in any restricted stock study to help estimate marketability discounts for dividend paying stocks with credibility. The same can be said for non-dividend paying companies, as well.

Deja Vu #10: Valuation Theory is the Same for Businesses and Business Interests: V =f(CF, G, and R)

Business appraisers routinely use the discounted cash flow model to value entire businesses. While a growing number of appraisers use a discounted cash flow model to value illiquid minority interests of businesses (22% according to a recent Business Valuation Resources Survey), the majority of appraisers continue to rely on restricted stock studies and pre-IPO studies in their marketability discount determinations. The previous nine posts in this Deja Vu series showed the uselessness of methods based on dated restricted stock or pre-IPO studies. This tenth and final post discusses the value of businesses and business interests using the discounted cash flow model.

Deja Vu #9: Pre-IPO Discounts Do Not Provide Valid Evidence for Marketability Discounts

This 9th post in a series titled “Deja Vu” addresses the inapplicability of pre-IPO discounts or studies in determining the value of illiquid minority interests of private businesses. Pre-IPO discounts are defined. There is a visual walk-through of a pre-IPO transaction and the subsequent IPO. And there is a “picture” of the distribution of actual pre-IPO discounts from a series of studies performed by John Emory beginning in the late 1970s. The picture should be clear. Pre-IPO discounts and studies cannot be used in credible determinations of marketability discounts.

Deja Vu #8: Review of the FMV/Stout Restricted Stock Database

This analysis of the FMV/Stout Restricted Stock Study is the eighth in a series of posts on the tried and true restricted stock studies relied on by appraisers for many years. This post, like the previous posts in the series, questions the use of restricted stock studies as a basis for determining marketability discounts for illiquid minority interests of businesses.

Deja Vu #7: The Mandelbaum Factors and “Benchmark Analysis”

This post addresses the so-called Mandelbaum “benchmark analysis” which was created by Judge David Laro in his decision in Mandelbaum v. Commissioner. This analysis has received considerable valuation press. It is time that we examine it on a current basis.