Over the years, I have been called upon to review the work of other appraisers and damages experts. To a certain extent, the requirements for appraisal review come with the territory of being an expert witness. Appraisers for a side in litigation are often asked to review the work of the opposing expert. In the […]
The idea of normalizing Treasury yields when building up equity discount rates has been around for about a decade. I do not believe that “normalizing” Treasury rates when building up discount rates is a procedure that should be used by business appraisers. This post provides the rationale for this position.
In the last post, we talked about the traditional levels of value chart; however, by the mid to latter 1990s, many business appraisers began to realize that there were problems with using control premium data (used to “move” from the marketable minority level to the controlling interest level) to estimate minority interest discounts. The main issue was that most transactions involving the change of control of public companies, from which this data was developed, involved strategic control or synergistic acquisitions. The thinking led to the development of a new levels of value chart.
Business appraisers have dealt with concepts related to the levels of value for many years. These levels of value are conceptual in nature and relate to where, on a continuum of value, a particular valuation interest should lie. Does the interest exhibit elements of control? The appropriate level of value should reflect this. Is there no control for a minority interest? The appropriate level of value should reflect this, as well. What about if there is no available market for the interest? The appropriate level of value should reflect this, also. It seems so simple and basic.
Because of the large difference between the two appraisers, courts may assume that business valuation experts are being advocative. This judicial attitude is fairly widespread based on my experience, and accounts for many decisions where courts “split the valuation baby.” Perhaps, there’s more to the story. In this post, we discuss six sources of differences in valuation opinions between opposing experts.
Mercer Capital’s Travis Harms wrote a series of four whitepapers under the umbrella of Corporate Finance in 30 Minutes. In this series of white papers, Travis makes something that can sound arcane and difficult, like corporate finance, accessible for business owners and advisers. The first paper is an introduction to corporate finance for private businesses and introduces the three key questions of corporate finance that owners of private businesses face. The subsequent whitepapers address these key questions.
More than a decade ago, Richard Jackim and Peter Christman wrote a book called The $10 Trillion Opportunity. In the book, the authors forecasted massive future sales of private businesses because of the aging of baby boomer business owners. They were right in that there were millions of aging business owners. However, they were early in their prediction of a tsunami of private company sales by those baby boomer owners. Now, more than ever, business owners should be preparing themselves, and their businesses, for the next transaction wave.
In a recent conversation with an author, lawyer and business transition planner, the topic of buy-sell agreements for companies that are 100% owned by a single shareholder came up. Nick Niemann, author of The Next Move for Business Owners, was talking about transition and exit planning when the broad topic of buy-sell agreements arose. I’m not sure who mentioned the subject first, but we both agreed that it is a very good idea for a company to have a buy-sell agreement with its shareholder, even if there is only a single owner.
We continue the series today with the topic of Corporate Finance, which is about maximizing the value of a firm or business. The three parts of the corporate finance decision tree for public and private businesses are: an investment (or reinvestment decision), also called capital budgeting; the financing decision, also called capital structure; and the dividend or distribution decision. By addressing each of these decisions, corporate managers and boards determine what will be done with available cash flows. The effectiveness with which they make these decisions determines, in large measure, the success of value creation for private firms.
Shotgun agreements are found in some buy-sell agreements, but we do not see them regularly. Often used to break deadlocks between owners, a shotgun buy-sell agreement is an agreement where, upon the occurrence of a trigger event, one party makes a determination of price and the other party chooses whether to buy or sell at the given price. While I don’t recommend this type of agreement, in this post, we discuss some of their common characteristics as well as their advantages and disadvantages.
