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.
In the first post in this Deja Vu series, we discussed the Securities and Exchange Commission’s Rule 144 from a layman’s perspective as of pre-April 1997, when the mandatory period of restriction was lowered from two years to one year. The second post reviewed the SEC Institutional Investor Study, which was published in 1969. This third post reviews two more of the early restricted stock studies: the Gelman Study and the Trout Study.
In this post, we review the SEC Institutional Investor Study. This review appeared in my book, Quantifying Marketability Discounts, which was published in 1997. That book introduced the Quantitative Marketability Discount Model (QMDM) as a method to develop marketability discounts using a shareholder-level discounted cash flow model. While introducing a new method for developing marketability discounts under the income approach, I felt it was important to have a solid review of the restricted stock studies, which provide a (not very good, in my opinion) method under the market approach. Read more about the SEC Institutional Investor Study here.
The levels of value chart is one of the most important descriptive figures for business valuation. In a previous post, we gave names to the “spaces” on this chart, which are familiar valuation discounts and premiums used by business appraisers. This post focuses on why those “spaces” exist and the economic factors that create the familiar discounts and premiums.
This post recalls an appraisal review assignment of mine from many years ago. After the last seven posts where we have talked specifically about appraisal review from a broad perspective, it is appropriate to discuss one specific case where appraisal review was key to arriving at a settlement to a bitterly fought buy-sell agreement dispute.
The genesis of what we now call the Integrated Theory of Business Valuation was my 1997 book, Quantifying Marketability Discounts. That book introduced the Quantitative Marketability Discount Model (QMDM) to the business appraisal profession and focused on shareholder level cash flows. The QMDM was, and is, a shareholder-level discounted cash flow model. In my 2004 book, The Integrated Theory of Business Valuation, we focused the integrated theory on valuation at both the enterprise and shareholder levels of value. Then in 2007, we released Business Valuation: An Integrated Theory, Second Edition and the third edition was released in 2021. It’s evident that the integrated theory has been around now for many years. In this week’s post, we begin to relate the integrated theory to the standard of value known as fair market value.
As we continue in this series on Revenue Ruling 59-60 and fair market value, we now analyze the factors used to describe the standard of value. In this post, we discuss Revenue Ruling 59-60’s “basic eight” factors for consideration in fair market value determinations. In addition, we dig into the “critical three” factors mentioned in Revenue Ruling 59-60 – common sense, informed judgment, and reasonableness.
In this fourth post in our series on Appraisal Review, we discuss definitions of fair market value. Fair market value is the most common standard of value employed by business appraisers. It is the standard for gift and estate tax and charitable giving matters as well as for many other appraisal requirements involving the federal government. And it is the most frequently used standard of value in buy-sell agreements and in other business arrangements requiring opinions of value. Despite its frequent employment, it is my observation that fair market value is not nearly as well-understood by business appraisers, attorneys, and courts as it should be.