This post provides a review of the 1995 New York Appellate Division, First Department case of Beway, which addressed certain “principles” guiding statutory fair value determinations in New York. It points out what appears to me to be a significant inconsistency in the treatment of marketability discounts based on the guidance from Beway. As will be shown, “equal treatment of all shares of the same class of stock” is not really equal treatment.
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.
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.
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.
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.
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.
This is the sixth post in a “deja vu” series focusing on the handful of famous restricted stock studies published by the mid-1990s based on transactions occurring through the 1980s. The post provides a convenient reference to each of the prior posts for reader convenience. This post addresses the Silber Study, the most transparent of all the early studies, and provides some very interesting insights.
In this “deja vu” series about the “old and tired” restricted stock studies, we are working our way through the leading early studies. We have already examined the SEC Institutional Investor Study, the Gelman Study, the Trout Study, and the Moroney Study. In this post, we examine the Maher Study. The story does not get better with repetition. So read on.
This is the fourth post in a series on the historical restricted stock studies that appraisers have referenced for many years and is a review of the Moroney Restricted Stock Study. The first three posts in the series addressing can be viewed: 1) SEC Rule 14 pre-April 1997, 2) the SEC Institutional Investor Study, and 3) the Gelman Study and the Trout Study. Moroney’s central finding was that the Tax Court had embraced the concept of marketability discounts, but had been reluctant to grant discounts commensurate with their economic reality in the marketplace.