Dell Inc. engaged in a management buyout (“MBO”) in October 2013 that effectively took the Company private, leaving Michael Dell in control (75% of its stock) with a financial sponsor (25% of its stock). The majority of shareholders tendered their shares, and received the offered consideration. Certain shareholders dissented, setting in motion an appraisal proceeding in […]
The public stock markets are large, transparent, and liquid. Minority shares of thousands of public companies trade on a daily basis providing visible evidence of consensus pricing for each of them. At the end of the first quarter this year, the S&P 500 Index had a market capitalization of $18.8 trillion. That’s a lot of market capitalization. Shareholders of private companies do not enjoy the same level of financial transparency. In this post, we discuss the key differences between the public and private markets and the importance of regular valuations.
The Wall Street Journal reported that under an “obscure law,” shareholders of Delaware corporations can do just that, according to Section 220 of the Delaware Code, “Inspection of Books and Records.” The WSJ article discusses a number of startups with billion dollar plus valuations (“unicorns”) who are having to open their books to small shareholders as result of their requests under Section 220.
What if every private company had to disclose its financial statements, stockholder list, and other information relevant to valuation to any of its shareholders upon their written request?
Last week, I attended the joint AICPA/AAML and spoke on Friday. I spoke on the topic of buy-sell agreements and related the subject matter to divorce, as divorce is a frequent trigger event in buy-sell agreements. I also participated in a panel labeled the Battle of New Orleans 2016. This post recaps some speaking highlights of my time in New Orleans.
I was in Boston to speak at the 2016 Spring Symposia for the American Bar Association Section of Real Property, Trust and Estate Law where I had the pleasure as a non-lawyer to share a session with Edward F. Koren, JD, leader of the Private Wealth Services Group of Holland & Knight. Our session title was “Unlocking Private Company Wealth: Give me Liberty (and Plenty of Cash)”. The session was based on my book, Unlocking Private Company Wealth, and our joint experiences over many years. This post provides some of the concepts we shared in the presentation.
If an asset manager’s buy-sell agreement is going to specify reasonable expectations for the value of the firm, what are they? We think there are at least four elements that should be clearly stated in each buy-sell agreement to ward off costly ambiguity. Read this guest post by Matthew R. Crow, ASA, CFA, President of Mercer Capital.
When I began testifying, I looked for guidance, which I found in the booklet, “Testifying with Impact,” by a former professor and speech coach. Foremost, I learned the objective of testimony is not to read words or testify without notes, but to communicate thoughts, ideas, and knowledge. In this post, I reflect on the other simple but powerful lessons I learned from this booklet.
We continue with our discussion of getting command of the numbers by discussing income statement adjustments. Normalizing adjustments are made in valuations to separate unusual or non-recurring or management discretionary items of income or expense on the income statement. The objective of normalizing adjustments is to develop historical, adjusted income statements and percentage income statements that can be used in the valuation process.
The following ten comments should provide a good overview of the concept of income statement (normalizing) adjustments for business appraisers and for attorneys.
We continue the series begun in the previous post based on my long-ago staff memo regarding “The ABZs of Solid Valuation Conclusions and Reports.”
The most frequent and often embarrassing errors that occur in valuation reports are the result of obvious issues or elementary mistakes. This happens when appraisers fail to “get command of the numbers.” Based on years of experience, I’ve listed 10 things a business appraiser must do to get command of the numbers.
While I am speaking from the viewpoint of a business appraiser in this series, the information provided will be helpful to attorneys who deal in matters pertaining to valuation.
In this walk down memory lane, I share excerpts from a piece I originally wrote for business appraisers in 1989 and updated in the mid-1990s entitled “The ABZs of Solid Valuation Conclusions and Reports.” If you were in business in the 1990s, this post will bring back memories. If you were not, you might enjoy an inside look at the climate of the time. Either way, it’s a fun journey.
