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  • 10-03-2021 21:01 | Lisa Guo (Administrator)

    Will the future of BV be in good hands?

    The answer is a definite “yes,” and the key factor will be the willingness of the new generation of practitioners to give back to the profession. The future of the valuation profession depends on contributions practitioners make to the advancement of the profession, says a panel of seasoned experts on a BVR webinar. Giving back includes volunteering on committees at their respective organizations, contributing articles, writing books, and conducting conference sessions and webinars.

    Get involved:The panel noted that, whether it be the ASA, AICPA, NACVA, or whatever organization you belong to, there are opportunities to contribute. All of the organizations have made efforts to attract young talent to serve on committees and contribute to education and marketing activities. Another way of fostering future leaders is through writing and speaking opportunities. For example, the panel noted that the upcoming new edition of Shannon Pratt’s classic text Valuing a Business will have seasoned experts and young rising stars co-writing chapters.

    The panel, moderated by Jay E. Fishman (Financial Research Associates), consisted of Michelle F. Gallagher (Adamy Valuation), Ken Pia (Marcum), and Jeffrey S. Tarbell (Houlihan Lokey). The webinar was the first in a new series of “power panel” programs that bring together highly experienced thought leaders in the profession to address current issues via questions from the audience. The next episode will be on April 6—click here for details.

    Tax Court allows for ‘slight’ discount for lack of control for majority interests in real estate holding companies

    In a gift and estate tax dispute, the estate and Internal Revenue Service agreed to apply discounts for lack of control and marketability to the majority interests in a number of real estate holding companies. The U.S. Tax Court noted that, in prior decisions, the court found no discount for lack of control applied. However, given the parties’ agreement, here the court said it would apply a “slight” or “low” discount.

    Considerable power over LLCs: During her lifetime, the decedent gave fractional interests in a number of limited liability companies to family members. A family trust of which the decedent was the trustee held the majority interest in the LLCs. The LLCs held ground leases in various California properties. During her lifetime, the decedent also served as manager of the companies. Under the LLCs’ operating agreements, the majority interest holder had considerable powers, including the right, “in conjunction with the manager,” to elect to dissolve the companies.

    The IRS found gift tax and estate tax deficiencies. For both the gift and estate tax calculations, the IRS determined a higher fair market value of the LLCs based on the valuations of the ground leases. In terms of the estate tax, experts for the estate valued the majority interests by applying discounts for lack of control and lack of marketability. For its part, the IRS argued a lower discount for lack of control and marketability than the estate had used were appropriate. The estate petitioned the Tax Court for review.

    Both parties retained experts to analyze the appropriate discounts for each LLC. Both parties used the adjusted net asset value approach to value the LLCs, but the experts had different approaches to calculating the discounts.

    Regarding the discount for lack of control, the estate’s expert used the Mergerstat Control Premium Study, which measures control premiums on transactions of publicly traded companies. The expert compared premiums paid to acquire 50.1% to 89.9% controlling interests with those paid to acquire 90% to 100% interests. He explained that the difference in premiums between the two blocks suggested a discount for controlling interests that lacked total control. He then considered factors specific to the LLCs, including the possibility of costly litigation should the majority interest holder attempt to liquidate and dissolve the companies.

    In contrast, the IRS’ expert used closed-end funds classified as real estate funds to calculate the discount for lack of control. The data indicated a range of 3.5% to 15.7%, with a median discount rate of 11.9%. Comparing the funds to the subject interests, he found that closed-end funds were “minority interests and completely devoid of any control.” Therefore, a discount for lack of control for the subject interests should be at the “bottom of the range” of the closed-end discount rates. He arrived at a 2% rate.

    The court noted the LLCs’ operating agreements gave significant power to the majority interest holder and the family trust held a majority interest in every LLC. Therefore, the discount for lack of control “should be low.” The court noted that it had accepted valuations of discounts based on closed-end funds for purposes of determining minority-interest discounts, not discounts for lack of control for a majority interest. Further, the closed-end funds the IRS’ expert used were too dissimilar to the subject LLCs. Therefore, the court rejected the 2% discount rate.

    The court also “hesitate[d] to adopt” the estate expert’s range (5% to 8%), finding he proposed a higher rate based on the risk of potential litigation when there was no evidence in the record that minority interest holders would sue in case of dissolution. The court found a 4% discount for lack of control was appropriate.

    This case also includes a discussion of the discount for lack of marketability and a charitable contribution discount. In general, the Tax Court found the estate’s experts, in valuing the various properties, presented a more reliable discount analysis.

    A digest of Estate of Warne v. Commissioner, T.C. Memo 2021-17 (Feb. 18, 2021), and the court’s opinion will be available soon at BVLaw.

    SPAC transactions included in 2021 Mergerstat Review

    The special purpose acquisition company (SPAC) flourished during 2020, and SPAC transactions are included in the 2021 edition of the Mergerstat Review. A SPAC is a shell company that raises capital in an IPO and then acquires an operating company to form a new merged entity. The Mergerstat Review features tables to highlight aggregate deal volumes and deal values for your analysis. Also, the FAQ page has been updated for the new edition. The 2021 edition will be available in mid-April in PDF format and early May for the print edition.

    Mergerstat Reviewis an annual publication (with monthly updates) that presents compiled statistics relating to U.S. and cross-border mergers and acquisitions that involve both publicly traded and privately held companies. Data on M&A announcements and purchase prices are presented annually and quarterly, for the current period and historically, including details on individual deals and trends in prices, methods of payment, multiples, and premiums.

    Updated DealStats Companion Guide now available

    The DealStats public- and private-transaction database has a newly revised Companion Guide that reflects updated charts, graphs, and exhibits. The guide also covers recent enhancements made to the platform, such as the inclusion of the weighted harmonic mean. Also, the platform now allows a guest search so that a nonsubscriber can fully utilize the “Quick Search” and “Search” tabs to view limited information on the “Data” tab. Another enhancement was made to the download option for “Only Displayed Fields” and “All Available Fields,” which now includes a second worksheet, which contains the “Summary” tab information (so users have a record of their search criteria, their selected/deselected transaction IDs, and their summary statistics). You can find the updated Companion Guide if you click here.

    Extra: Attend a free Zoom session on March 11 that will give an overview of DealStats as well as a live demo.

    Credential program for value growth advisors June 7-11

    A natural extension to valuing a business is advising business owners on ways to maximize that value. A training and credentialing program is available for valuation professionals who want to add this type of advisory service to their practices. The Certified Value Growth Advisor (CVGA) program is a five-day course that focuses on the fundamental best practices that drive value of any business. You will also learn how to build on those drivers to develop a short-term tactical plan and long-term strategic plan for the client’s business. The next CVGA program is scheduled for June 7-11 and will be in a virtual environment. For more details, click here.

    Global BV News

    New IVSC paper on business valuations and ESG

    Although there is an increased awareness in environmental, social, and governance (ESG) factors, there is no common approach on how to reflect ESG in business valuations. That’s the topic of a new perspective paper from the International Valuation Standards Council (IVSC) that represents an early step “on the path toward a more systematic approach to the incorporation of ESG into business valuation practice and standards,” the organization says. The IVSC had a recent panel discussion, Unlocking the Value of ESG, and a recording of that is available. The IVSC would like to hear your views on this paper and on ESG as it relates to valuation. Share your feedback through the IVSC Group page on LinkedIn or by emailing contact@ivsc.org.

    For more reading on the topic, see KPMG’s Quarterly Brief—International Valuation Newsletter for the first quarter of 2021. The KPMG brief suggests an approach to viewing business valuation through an “ESG lens” that involves assessing the ESG impact on cash flows and the discount rate and using probability-weighted scenarios.
  • 03-03-2021 21:00 | Lisa Guo (Administrator)

    Federal Circuit explains concept of ‘built-in’ apportionment

    The Federal Circuit, in ruling on a patent infringement case involving two major pharmaceutical companies, recently clarified the apportionment requirement. The court found the plaintiff based its reasonable royalty calculation on a comparable license that closely covered the value of the patent in the instant case and made further apportionment unnecessary.

    The plaintiff, Vectura Ltd., owned a patent that covered “composite active particles” for use in dry-powder inhalers. The defendant, GlaxoSmithKline LLC (GSK), made certain inhalers that Ventura said contained composite active particles that violated its patent. A jury awarded Ventura a reasonable royalty of 3% of GSK’s $2.99 billion in sales for the infringing inhalers. The award was nearly $90 million.

    GSK unsuccessfully challenged the award in post-trial motions and subsequently with the U.S. Court of Appeals for the Federal Circuit.

    Regarding the damages challenges, the Federal Circuit noted that the parties had a “licensing history.” Most relevant for this litigation was a 2010 nonexclusive, worldwide license Vectura had granted GSK related to more than 400 patents, covering certain GSK respiratory therapeutics. At trial, Vectura’s damages expert used the 2010 license in determining a reasonable royalty. Specifically, she used the 2010 license’s top-tier royalty rate and the royalty base, which consisted of total sales of licensed products for the royalty base. Vectura offered evidence that the key part of the 2010 license covered the contested invention and that the 2010 license and the hypothetical negotiation dealt with “roughly very similar technology.” Also, Vectura argued, successfully, that the principles of apportionment were “baked into” the 2010 license. Therefore, it was not necessary to perform further apportionment.

    The district court found, where a party relied on a sufficiently comparable license, it could adopt that license’s royalty rate and royalty base without further apportionment or proving that the infringing features drove the entire market value of the accused product.

    The Federal Circuit said, in ordinary circumstances, using the entire market value as the royalty base is only permissible if the plaintiff can show the patented feature created the basis for consumer demand or substantially created the value of the component parts. However, the Federal Circuit went on to say that the court’s case law provides that, if the reasonable royalty is based on a sufficiently comparable license (or comparable negotiation), further apportionment is not necessary. The idea is that the comparable license has a “built-in apportionment.”

    Such was the situation here, the Federal Circuit said, noting that GSK’s own damages expert acknowledged how close and comparable the 2010 license was to covering the value of the patent giving rise to the suit.

    A digest of Vectura v. GlaxoSmithKline LLC, 2020 U.S. App. LEXIS 36393; __ F.3d__; 2020 WL 6788757 (Nov. 19, 2020), as well as the court’s opinion, is available to BVLaw subscribers.

    Current USPAP extended for one year

    The Appraisal Foundation’s Appraisal Standards Board (ASB) announced that the current edition of the Uniform Standards of Professional Appraisal Practice (USPAP) will be extended by one year. The 2020-2021 USPAP will now be effective until Dec. 31, 2022. This extension does not impact continuing education requirements. For more details on the extension and some FAQs, click here.

    Blast from the past on forecasting

    During a recent BVR webinar, Josh Shilts (Shilts CPA PLLC) mentioned a helpful article that appeared in the Harvard Business Review (HBR), “How to Choose the Right Forecasting Technique.” After reading the article, Shilts realized that it was written in 1971! But what it covers still holds true, he says. It covers the basic features and limitations of classic forecasting techniques, including qualitative methods, time series analysis, and causal methods. There’s a nice chart that compares the different techniques and includes typical applications, computation times, accuracy ratings, reference material, and more. “This was gold to me when I found it,” he says. The HBR article is freely available if you click here.

    New paper on IBOR reform and valuation

    For many years, interbank-offered rates (IBORs) have set the benchmark rate for lending on an unsecured basis. By the end of 2021, countries (including the U.S.) plan to phase out IBOR and move to a new benchmark known as alternate reference rates (ARR). The International Valuation Standards Council (IVSC) has issued a Perspectives Paper—IBOR Transition: A Valuation Guide that outlines the key challenges that arise for valuation professionals from the termination of IBOR. The paper also summarizes the areas that can contribute to “valuation uncertainty” and thereby increase “valuation risk” in appraisals of financial instruments arising from the transition away from IBOR.

    Agenda set for NYSSCPA BV and litigation services conference May 17

    BVWire always attends the annual New York State Society of CPAs Business Valuation and Litigation Services Conference, and registration is now open for this year’s event, which will be webcast May 17. This full-day conference will feature updates on cyber security, high-tech investigations, and e-discovery; cryptocurrency tracing, location, and seizure; valuation of distressed and bankrupt companies; cannabis company operations and valuations; exit and estate planning; IRS court testimony; SPACs; and practicing with Zoom. Click the link above to check out the full agenda.

    Global BV News

    Cost of capital parameters in Europe as of Dec. 31, 2020

    ValueTrust has released a seventh edition of its “European Capital Market Study” that serves as a comprehensive compilation of capital market parameters such as cost of capital and implied as well as historical risk premiums for European countries. The study also includes trading multiples and total shareholder returns across a wide range of industries. Here are a few key findings:

    • The risk-free rate declined from 0.21% as of Dec. 31, 2019, to -0.14% as of Dec. 31, 2020, the further decline in 2020 largely being the consequence of measures the European Central Bank took to fight the COVID-19 crisis;
    • After reaching the highest market-value weighted mean, at 9.0%, as of Dec. 31, 2018, the implied European market return decreased to 7.0% as of Dec. 31, 2020. Overall, the implied market return decreased to the lowest level within the study’s observation period; and
    • The technology sector shows the highest multiples on average, followed by the industrials sector; the financial sector continues to have the least expensive valuation level of all sectors.

    New IACVS chapter formed in India

    The International Association of Certified Valuation Specialists (IACVS) has a newly formed chapter in India with a board consisting of reputed valuers from across the country. The goal of the India chapter is to bring best-in-class global training and knowledge to its members and keep them up-to-date with valuation and fraud developments from across the world. The IACVS is a globally recognized association of business valuation professionals, with professional members in more than 50 countries. The organization issues the International Certified Valuation Specialist (ICVS) and ICVS with advanced studies in financial instruments (ICVS-A) credentials to qualified individuals. For more information on the IACVS, click here.
  • 24-02-2021 20:58 | Lisa Guo (Administrator)

    AICPA votes to exclude new BV glossary from standards

    The AICPA Forensics and Valuation Services Executive Committee has voted not to adopt a proposed new glossary of terms into its valuation standards. This is welcome news for valuation practitioners who had concerns about making the new glossary part of the authoritative standards.

    Massive overhaul: The new glossary was issued in exposure draft form with comments due January 31. The document, International Valuation Glossary—Business Valuation, is the result of a collaboration of the ASA, AICPA, RICS, TAQEEM, and CBV Institute and represents a massive overhaul of the existing version. It contains many more technical terms and methodologies, some of which have emerged since the current version was published in 2001. The AICPA sought comments on the content of the glossary and whether it should be included in the AICPA’s Statement on Standards for Valuation Services (VS Section 100).

    In a letter to the BVWire editor (published here), Dr. Michael A. Crain (Florida Atlantic University), former chair of the AICPA BV committee, expressed concern that the inclusion of the new glossary in the standards could increase risk for practitioners and pointed out that it may be better to issue the glossary in nonauthoritative form, such as a practice aid. During a BVR “power panel” webinar, leading practitioners agreed that risk could be increased, especially in a litigation context. Some of the new glossary entries include methodologies that are unknown to some practitioners, so opposing counsel could ask the practitioner whether he or she used the methodologies listed. A “no” answer could seriously impact the expert’s credibility in the eyes of the court. An attorney who represents accounting professionals in professional liability matters also agreed, telling BVWire that the “proposed revised documents increase the potential for professional risk.”

    Unanimous vote:The vote not to adopt the proposed new glossary into the AICPA valuation standards was unanimous, according to an announcement from the AICPA FVS committee. The announcement also noted that all feedback on the exposure draft was evaluated and will be shared with the glossary’s working group.

    LLC buyout at fair value poses ‘conundrum’ for the court

    In allowing LLC members to buy out a departing member to avoid the dissolution of the company, a court had to determine the fair value of the departing member’s interest in a holding company. The court, in large part, relied on the fair market valuation the remaining members’ BV expert performed, which was premised on an orderly liquidation of the company.

    The plaintiff and the defendants owned a limited liability company (TONG). The plaintiff owned 37.5%, whereas the defendants owned 62.5%. TONG’s only asset was its 100% stock ownership in another holding company, Palm Park, which owned three properties. Neither TONG nor Palm Park were involved in managing the properties.

    The plaintiff sued the defendants for constructive fraud and judicial dissolution. The court initially concluded TONG should be dissolved as a matter of law. But, in an amended final judgment, the court, under the applicable state statute, found the defendants had the option of buying out the plaintiff’s membership interest.

    Net asset value approach: Both parties agreed the net asset value approach was appropriate to determine the fair value of the plaintiff’s interest in TONG. Only the defendants offered a valuation from a BV expert, who said he was retained to “determin[e] the Fair Market Value of a 37.5% Membership Interest in [TONG] on a control marketable basis” as of the valuation date. The expert’s fair market value determination was based on a hypothetical “orderly liquidation” of TONG, including the sale of Palm Park. Under the orderly liquidation premise, the expert accounted for capital gain taxes related to the various transactions and other obligations a liquidation would trigger. He concluded that the fair market value of the members’ equity in TONG was worth almost $3.1 million and the plaintiff’s 37.5% interest was worth a little less than $1.2 million.

    The plaintiff objected that the liquidation premise made no sense where the defendants elected to purchase Horizon’s interest in TONG instead of having the company be liquidated so that the defendants could continue to benefit from the investment in TONG and Palm Park “as a going concern.” Therefore, the court should not give any weight to the expert’s valuation.

    The court disagreed. It noted that “there is no dispute that the orderly liquidation premise is an accepted method for determining the fair market value of holding companies” (referencing IRS Rev. Rul. 59-60). Further, the court said, fair market value was concerned with a hypothetical sale involving a hypothetical buyer and a hypothetical seller. It “is not determined by deciding the price that would be arrived at by the specific buyer and seller involved in the particular transaction under consideration.” The likelihood of liquidation was not a proper consideration for determining the FMV of the plaintiff’s interest in TONG “and is not a basis for refusing to consider [the expert’s] valuation report.” However, acknowledging that the case did present “something of a conundrum,” the court said it would consider the fact that there would not be an actual dissolution when assessing the equities of the case. At the same time, “it would be a sad end to the unfortunate story underlying this case” if the buyout would jeopardize the continued existence of Palm Park. In an effort to conclude the lawsuit quickly and enable the parties to get on with their respective business lives, the court found the fair value of the plaintiff’s interest was $1.65 million.

    A digest of Finkel v. Palm Park, Inc., 2020 NCBC 84 (Nov. 18, 2020), and the court’s opinion are available to subscribers of BVLaw.

    IVSC seeks candidates for financial instruments board

    The International Valuation Standards Council (IVSC) is looking to recruit up to three new members for its Financial Instruments Standard Board. The board, formed in 2018, guides the development of international valuation standards for financial instruments and recently issued an exposure draft (comments due April 19). Individuals appointed to serve on any IVSC board serve for a term of three years. Applications are due by March 31. For details, click here.

    Online master’s program in BV begins April 1

    The application deadline is March 15 for the spring semester of the online master’s in business valuation (MBV) program at Florida University Southeast (FUSE), and classes start April 1. At the recent Second Annual Conference on the Art and Science of Business Valuation, Heidi DiCicco, FUSE president, talked about the program, which consists of three semesters (six months each). After successful completion of the first semester, students will receive the credential of Business Certified Appraiser (BCA) from the International Society of Business Appraisers (ISBA). By the end of the program, students will have successfully prepared a portfolio having four different financial analysis and valuation reports. FUSE MBV graduates meeting the standards of International Association of Certified Valuation Specialists (IACVS) credentialing will automatically be granted the International Certified Valuation Specialist with Advanced Studies in Financial Instruments (ICVS-A) credential without having to complete a separate comprehensive examination on valuation concepts. In addition, the MBV prepares students to sit for the Level 1 Chartered Financial Analyst (CFA) examination, and various business valuation and appraisal certifications, such as the Certified Valuation Analyst (CVA), Certified Business Appraiser (CBA), and Accredited Senior Appraiser (ASA).

    For a copy of the 2021 MBV program, click here. The course scheduling is flexible and can accommodate the student’s work schedule no matter where the student is geographically.

    Agenda available for Energy Valuation Conference May 12

    A post-COVID-19 outlook for the energy sector, downstream refineries, upstream reserves, oil and gas valuations, and complex infrastructure assets are some of the topics on the agenda for the Houston Chapter of the American Society of Appraisers (ASA) Energy Valuation Conference on May 12. BVR will present a live webcast of the conference, now in its 11th year, which will feature nationally recognized speakers who are profession leaders. Early-bird pricing is available through March 31. For more information and to register, click here.

    Global BV News

    New online guide to valuation standards around the world

    The folks at Valuology have compiled profiles of the valuation regulatory infrastructure in over 100 jurisdictions around the world. The profiles include such information as legal and regulatory requirements for valuations, the use of International Valuation Standards (IVS), the existence of local valuation professional organizations (VPOs), whether the VPOs issue their own standards, and more. Marianne Tissier (Valuology) tells BVWire that she also did a paper based on the profiles, titled “The Path to Global Valuation Standards: Ambition and Reality.” To access the profiles and the paper, click here.

    Preview of the March 2021 issue of Business Valuation Update

    Here’s what you’ll see:

    • Price Versus Value: A Transaction and Litigation Perspective” (Craig A. Jacobson and Richard B. Peil, B. Riley Advisory Services). According to disciples of modern portfolio theory and its efficient market hypothesis, shares of public companies should always trade at a price equivalent to their economic value, making it impossible for investors to experience short-term arbitrage profits. But try to explain that theory to any hedge fund manager or day trader who purchased or sold GameStop Corp.
    • Monetary Remedies in Trademark Infringement Litigation” (Stanley P. Stephenson and Gauri Prakash-Canjels, Litigation Economics). Remedies in the Lanham Act are used to punish wrongdoers in trademark infringement litigation, but courts applying that law have dealt differently with some key issues, especially monetary remedies. This article outlines some such problems and how the courts have dealt with them.
    • The NICE DLOM Method Gets a Few Shots in the Arm” (BVR Editor). The nonmarketable investment company evaluation (NICE) method, which first appeared in 2006, is included in leading valuation books, but it has not gained much traction and had not appeared in any court cases—until now. Plus, a streamlined version of the model will be out soon, according to the method’s developer, William H. Frazier (W.H. Frazier & Co. Inc.).
    • Using a Discounted Cash Flow Methodology in Uncertain Times” (Ronald L. Seigneur, Seigneur Gustafson LLP). A fundamental look at the method taking center stage during the pandemic. This article outlines how the DCF method works and to highlight the nuances and trap doors that will be encountered and must be overcome to reliably apply the method to derive an indication of value that is well reasoned and supportable for the application intended.
    • Assessing Additional Economic Risk Due to COVID-19 (Update)” (Ronald L. Seigneur, Seigneur Gustafson LLP). This is an update to a previously published template that can serve as a framework of thinking about the impact of the coronavirus on a subject company. The author presents a series of questions that help assess the short- and long-term risks with respect to the subject company’s industry, physical operations, financial issues, and firm management.

    The issue also includes:

    • A full section of “BV News and Trends/Global BV News and Trends.”
    • Regular features: “Ask the Experts” and “Tip of the Month.”
    • BV data spotlight: “DealStats MVIC/EBITDA Trends,” “Stout Restricted Stock Study and DLOM Calculator,” “Economic Outlook for the Month,” and the “Cost of Capital Center.”
    • BVLaw Case Update: The latest court cases that involve business valuation issues.
    To stay current on business valuation, check out the March 2021 issue of Business Valuation Update
  • 17-02-2021 20:57 | Lisa Guo (Administrator)

    Is the new CMS rule that impacts healthcare valuations now at risk?

    This past December, the Centers for Medicare & Medicaid Services (CMS) released a final rule that modernizes and clarifies the regulations that implemented the Medicare physician self-referral statute (the Stark Law). The new rule, effective Jan. 19, 2021, is designed to make it easier for hospitals and physicians to maintain compliance with the statute in the era of value-based care. The rule impacts healthcare valuations and includes guidance on how to determine whether the compensation being given to physicians is at fair market value.

    We’ve read several articles (see one here) indicating that the new rule may be at risk of delay or replacement due to the GAO’s finding of a technical deficiency, i.e., CMS failed a required 60-day notice period for the new Stark regulations. As a result, the articles say the new rule may be impacted by President Biden’s memo of January 20 announcing a regulatory freeze, thus raising the possibility that the new administration may revisit and revise the final rule.

    Tim Smith (TS Healthcare Consulting LLC) tells BVWire that, based on what he has heard within the healthcare community, it is unlikely that the new Stark regs will be changed or delayed, despite the technicalities of the notice period and the regulatory hold. Smith is the co-author of the BVR/AHLA Guide to Valuing Physician Compensation and Healthcare Service Arrangements.

    Mollie Gelburd, associate director of government affairs at the Medical Group Management Association (MGMA), agrees that it is not likely that the new rule will be delayed or revised. While the GAO finding (see it here) says that the rule indeed failed the notice period that requires a 60-day delay from the date the rule is published to when it is effective, the Biden administration would have to make an argument that, because of that, the rule did not go into effect on January 19 and thus falls under the regulatory freeze signed one day later. That is unlikely, says Gelburd, for several reasons. “It is unclear whether President Biden has the authority to do that and the rule has bipartisan support,” she tells BVWire. “Also, the rule has the support of the healthcare provider community which has its hands full with the pandemic, so I don’t see President Biden trying to exert authority to have the new rule fall under the freeze memo.” Congress could strike down the rule under the Congressional Review Act (CRA), Gelburd explains, but that is also unlikely. “Congress has largely been supportive of the Stark regulations,” she points out, “so they are not likely to choose to undo the new rule.”

    The position of CMS is that the regulations are in effect as scheduled. Smith reached out to CMS, which issued this statement: “The regulations finalized in CMS-1720-F (Medicare Program; Modernizing and Clarifying the Physician Self-Referral Regulations) are effective, except for the revisions to 42 CFR 411.352, which have the delayed effective date set forth in the final rule in order to give physician practices that qualify as ‘group practice’ time to comply with any changes that may affect their physician compensation models.”

    Smith and Mark Dietrich (Mark O. Dietrich CPA PC), both of whom gave input to CMS during the development of the rule, conducted a BVR webinar that discussed its impact on healthcare valuation. A recording of their webinar is available if you click here (free for BVR Training Passport Pro holders).

    NICE DLOM method gets a nice boost

    The nonmarketable investment company evaluation (NICE) method for estimating a discount for lack of marketability (DLOM) first appeared in 2006 and is included in leading valuation books. But it has not gained much traction and had not appeared in any court cases—until now, according to an article in the upcoming March issue of Business Valuation Update. The article includes a portion of the Tax Court transcript in which the IRS expert gives his opinion of the method. The method’s developer, William H. Frazier (W.H. Frazier & Co. Inc.), was one of the experts in the case. Also, the article points out that a streamlined version of the model will be out soon.

    While NICE is referred to in the context of estimating a DLOM, it does not determine DLOM as a separate and distinct amount. Instead, it is an income-based method that embodies the DLOM as well as discounts for control and lack of liquidity in the discount rate and views them as investment risks. The method is not designed for operating businesses. As its name implies, it is designed specifically for determining the fair market value of equity interests in closely held investment entities, such as family limited partnerships, S corporations, and limited liability companies.

    Today! ‘Integrated Theory’ authors kick off webinar series

    A very special BVR webinar series begins today with the authors of Business Valuation: An Integrated Theory, Z. Christopher Mercer and Travis W. Harms (both with Mercer Capital). They will present the first in a three-part series of webinars based on their acclaimed book, which is designed to demystify modern valuation theory and show how to apply fundamental valuation concepts. The first installment is today, February 17, and it will give a conceptual overview of the integrated theory and explore its fundamental principles. The authors will then describe the integrated theory on an equity basis, giving particular attention to the conceptual scaffolding that it provides to discussions of the levels of value and the associated valuation discounts and premiums. They will conclude this installment by extending the conceptual basis for the integrated theory to the enterprise value perspective.

    Discount offer: Webinar attendees get a special $30 discount on the book. For details on the webinar and how to register, click here (this webinar is included in BVR’s Training Passport Pro holders).

    FASB OKs goodwill triggering standard update for private firms

    The Financial Accounting Standards Board has decided to give private companies and not for profits the option to assess at a later point a situation that might trigger a goodwill impairment. This change is designed to address the cost and complexity of having to perform triggering event evaluations and measure potential impairment in interim periods although they only prepare GAAP financial statements annually. FASB expects to publish the new standard in late March and entities that exercise this option don’t have to monitor for triggering events in between reporting periods. This is part of the FASB’s efforts to advise companies on how to account for the impact of the pandemic, and it has delayed implementation of certain rules. Separately, FASB is working on a new standard that will require companies to write down a portion of goodwill each year, instead of doing annual impairment testing.

    Global BV News

    IVSC roundtable on new standards for financial instruments

    The International Valuation Standards Council (IVSC) will hold a virtual roundtable on February 18 on the proposed new international standards governing the valuation of financial instruments. The IVSC’s Financial Instruments Board issued an exposure draft, and comments are due April 19. During the webinar, members of the board, led by Gavin Francis, will discuss the background to the initiative and share details of the current exposure draft. You can register for the webinar if you click here.

    Extra:The IVSC is looking to recruit new members for its Financial Instruments Standard Board. Applications are due by March 31. For details, click here.

  • 10-02-2021 20:54 | Lisa Guo (Administrator)

    DOL and Professional Fiduciary Services settle ESOP suit

    The DOL recently settled a suit against Professional Fiduciary Services (PFS) related to a 2012 transaction in which PFS served as trustee in an ESOP acquisition of outstanding company stock. Following the playbook, DOL alleged PFS breached its fiduciary duties by causing the ESOP to pay more than fair market value for the shares.

    The company was Contractors Register Inc., a New York-based company that provides construction search engines. According to Bloomberg, the company publishes regional directories and databases for the construction industry. In 2010, the company’s shareholders recapitalized most of their equity in the company with long-term, low-interest notes. The company’s capital structure was highly leveraged, but the balance sheet showed over $90 million in cash. The remaining shareholder then wanted to sell his interest to employees via an ESOP. The acquisition, which took place in late 2012, left the ESOP with 100% of the company stock.

    PFS was engaged as independent trustee. PFS hired an independent appraisal firm and a law firm to act as trustee counsel.

    Familiar complaint:The DOL’s complaint alleged PFS breached its fiduciary obligations to the plan by failing to scrutinize the valuations underlying the transaction and overlooking red flags, such as overly aggressive revenue projections, which produced an inflated valuation of the company’s stock. Among other things, the DOL objected to the projected 2.2% compound annual growth rate for 2013 to 2017. The DOL said the appraiser did not explain how the company would achieve this growth rate but simply relied on management projections. Further, projections of capital expenditures and working capital needs were unreasonable. Also, there was no real negotiation over the purchase price.

    The seller offered to sell the outstanding shares for $26,770,000. The independent valuator arrived at a value range between $26.2 million and $40.5 million, with a midpoint of $32.9 million (3.4 to 4.1 times average EBITDA). PFS agreed to a price of $26.7 million. The seller provided 100% of the financing in the form of a note from the company. There were no warrants or other claims on equity.

    The DOL sued PFS in December 2019. In December 2020, the parties agreed to a settlement in mediation.

    Settlement: Under the recent settlement, PFS will pay $750,000 to the ESOP in three installments. Also, PFS and its president, John Michael Maier, agreed that Maier would no longer accept engagements to serve as trustee in new ESOP formation transactions. PFS notes that the settlement does not prevent PFS/Maier from accepting engagements to sell ESOP stock, serving as successor trustee, undertaking stock acquisitions for existing ESOPs, undertaking, releveraging transactions, and continuing to serve as trustee for existing clients. PFS also agreed not to accept indemnification from CRI or other ESOP clients for breach of fiduciary duties violations. Under the settlement, PFS and Maier do not admit to any breach of their fiduciary duty to the CRI ESOP.

    2020 EBITDA multiples rebound, per DealStats

    In 2Q20, EBITDA multiples (median selling price/EBITDA) across all industries dropped to 3.7x as deal activity almost came to a halt, according to BVR’s DealStats Value Index (DVI) report for 1Q 2021. But the multiples rebounded by the second half of 2020, to 4.7x in the third quarter and 4.4x in the fourth quarter, returning to levels near historical norms (see graph). “In doing so, this continued the trend of the median EBITDA multiple reporting at its highest level during the second half of the year as seen from 2015 to 2018 and in 2020,” the report says. As small businesses still navigating through the COVID-19 pandemic and a new administration implementing its economic policies, DealStats will continue to monitor the trends in the EBITDA multiple.


    LEI up but at slowing pace, reports BVR’s EOU

    In December 2020, the U.S. Leading Economic Index (LEI) improved 0.3%, to 109.5 points, which follows an increase of 0.7% in November, reports the Economic Outlook Update (EOU) published by Business Valuation Resources (BVR). The report noted that the LEI’s slowing pace of increase in December suggests that U.S. economic growth continues to moderate in the first quarter of 2021. The report further states that, while the resurgence of COVID-19 and weak labor markets remain barriers to growth, the Conference Board expects the economy to expand by at least 2.0% (annual rate) in Q1 and then gain momentum throughout the year.

    The 54-page December 2020 Economic Outlook Update contains expansive research from leading authoritative resources, which you can use in your valuation reports as long as you give proper attribution. To learn more, visit bvresources.com/eou.

    Damodaran updates cost of capital data

    Professor Aswath Damodaran (New York University Stern School of Business) has started his annual posting of data updates on his website that include risk-free rates, equity risk premiums, corporate default spreads, corporate tax rates, country risk premiums, and other data—all of which is free. He does a series of posts on his blog based on these new data. The first post takes a look back at 2020 and explains the background of his annual data analysis. A recent survey of valuation analysts found that 13% use Damodaran’s data for developing an estimate of cost of equity.

    Fairness opinion provider rankings for 2020

    The “Global Mergers & Acquisitions Review: Full Year 2020/Financial Advisors” from Refinitiv contains M&A statistics and also rankings for worldwide providers of fairness opinions. Here are the top five providers (based on the number of transactions) of announced fairness opinions rendered in the United States:

    1.    Stout (2019 rank: 2);

    2.    Duff & Phelps (2019 rank: 1);

    3.    Houlihan Lokey (2019 rank: 3);

    4.    J.P. Morgan (2019 rank: 4); and

    5.    Piper Sandler (2019 rank: 9).

    Globally, the top five providers of announced fairness opinions are:

    1.    CITIC (2019 rank: 8);

    2.    Duff & Phelps (2019 rank: 1);

    3.    (tie) Houlihan Lokey (2019 rank: 4);

    4.    (tie) Stout (2018 rank: tied for 3); and

    5.    J.P. Morgan (2018 rank: 2).

    Global BV News

    Kohli scores again with top celebrity brand value in India

    Virat Kohli, captain of the India national cricket team, has topped the powerful celebrity brand list of Duff & Phelps for the fourth year in a row, according to its Celebrity Brand Valuation Study 2020: “Embracing the New Normal.” The report is a deep analysis of how endorsements affect the brand value of celebrities alongside other factors such as age, fees charged per endorsement, social media presence, and the like. It also examines the impact of the pandemic on both brand value rankings and the celebrity endorsement space. Kohli has a brand valuation of $237.7 million followed by actor Akshay Kumar, at $118.9 million
  • 03-02-2021 20:52 | Lisa Guo (Administrator)

    Indiana Supreme Court issues key ruling on discounts in compelled buybacks

    Last year, in a compelled buyout, the Court of Appeals sided with the departing minority shareholder when it found discounts did not apply in a closed-market sale. In a freshly minted decision, the Indiana Supreme Court reversed the Court of Appeals, finding there was no blanket rule disallowing discounts in a compelled buyback. This is especially true where the parties exercised a shareholder agreement whose terms suggested the use of fair market value.

    Compelled buyback:The plaintiff was one of the founders of the company and held a minority interest in it. In 2018, he was terminated without cause. Earlier, all shareholders made an agreement that specified how the buyback price of a terminated shareholder’s interest would be determined. The company would buy the interest at “appraised market value,” as determined by an independent valuator and in accordance with generally accepted accounting principles. The independent valuator applied discounts for lack of control and marketability.

    The plaintiff asked the trial court for a declaration that discounts are inapplicable because the shareholder agreement here did not “contemplate a fair market value standard.” Ruling on the parties’ motions for summary judgment, the trial court essentially found that the term “market value” as used in the agreement was synonymous with fair market value. According to the trial court, the word “appraised” was an adjective modifying “market value,”

    The Court of Appeals reversed, finding, under controlling case law, discounts were inappropriate because the transaction involved a compulsory sale. The company petitioned for transfer to the state Supreme Court.

    Parties’ freedom to contract: The opening paragraphs in the Supreme Court opinion make the court’s preference for the company’s arguments clear. The court said, notwithstanding policy concerns that may preclude the use of discounts in certain circumstances, “we hold that the parties’ freedom to contract may permit these discounts, even for shares in a closed-market transaction” The court went on to say, that, “under the plain language of this shareholder agreement—which calls for the ‘appraised market value’ of the shares—the discounts apply.”

    The court said prior case law dealing with a statutory buyout “doesn’t control” in a situation such as here, “where the valuation term comes not from a statute but from a contract that contemplates the shares’ ‘appraised market value,’ not their ‘fair value.’”

    The agreement’s plain and unambiguous language shows the parties to it agreed to value their shares as if they were sold on the open market, the Supreme Court said. Further, even if “the valuation term were somehow ambiguous,” the court would still find that “fair market value” was the appropriate standard.

    A digest of Hartman v. BigInch Fabricators & Construction Holding Co., Inc., Indiana Supreme Court, case no. 20S-PL-618 (Jan. 28, 2021) (Hartman II), and the court’s opinion will soon be available at BVLaw. A digest of the Court of Appeals opinion in Hartman v. BigInch Fabricators & Construction Holding Co., Inc., 2020 Ind. App. LEXIS 183 (May 5, 2020), and the court’s opinion, are now available to BVLaw subscribers.

    Many thanks to attorney Drew Soshnick (Faegre Drinker Biddle & Reath LLP) for alerting us to this important decision.

    Free Excel models on valuing complex debt

    During a recent BVR webinar, several case studies were presented on valuing complex debt instruments. The presenters offered to the audience an Excel file that contained the models used for the three case studies: (1) simple convertible debt using the DCF/yield method for the debt component and the Black-Scholes model for the option component; (2) convertible debt using a lattice model approach; and (3) valuation of warrants. If you would like a copy of the Excel file, send an email to info@bvresources.com with the words “Excel for complex debt” in the subject line, and we will be happy to get it to you. Ideally, you should listen to the case studies that the models relate to, and you can access a recording of the webinar if you click here (free to BVR Training Passport Pro holders; otherwise, it must be purchased). The webinar, Navigation Through the Maze in Complex Debt Instruments Valuation, was presented by Mark Zyla (Zyla Valuation Advisors), Rajesh C. Khairajani (KNAV), and Faisal Lakhani (KNAV).

    Fiat Chrysler brand portfolio valued using 1% royalty rate

    The portfolio of Fiat Chrysler brands is worth EUR 10.4 billion based on a preliminary valuation using an 1% average royalty rate, according to a white paper from MARKABLES. PSA Peugeot recently acquired Fiat Chrysler Automobiles, and its assets were valued in a purchase price allocation. The white paper notes that the valuation (which is still preliminary) makes Fiat Chrysler the 12th most expensive brand portfolio ever changing hands in an acquisition. The brands include Fiat, Chrysler, Dodge, Jeep, Ram, Alfa Romeo, Lancia, Abarth, Maserati, and SRT. The 1% average royalty rate “is in line with the royalty rate applied in 2011 when Fiat took over Chrysler,” the MARKABLES paper says. “The royalty rate might seem surprisingly low, considering the awareness and reputation of famous passenger car brands. However, it reflects weak profitability in the consumer vehicles sector, overcapacities, technological changes and environmental issues.” MARKABLES is a provider of data designed to support the valuation of IP assets. You can download its full white paper if you click here.

    YE2020 data are now in the Cost of Capital Professional

    Year-end 2020 data, including equity risk premia, CRSP decile size premia, and industry betas/IRPs, are now available in BVR’s Cost of Capital Professional platform. The platform is a simple, transparent, and cost-effective service for estimating the cost of capital and is designed to bring more professional judgment and common sense back into the process, which has become too much of a complex “black box” of applied mathematics. It supports the buildup method and CAPM calculations for any valuation date. It also gives you the flexibility to choose the start year for historical return data based on what segment of history you believe best offers a reasonable basis to make estimates of expected future returns. For a personalized demo of the platform, click here.

    Reminder: Comments due on 2022-23 USPAP

    The fourth exposure draft of proposed changes to the 2022-23 edition of USPAP is available for review, and the Appraisal Standards Board is accepting public comments. You can submit comments and access the exposure draft if you click here. Comments are due by February 17.

    BVR to webcast Energy Valuation Conference May 12

    For the third year, BVR is pleased to partner with the Houston Chapter of the American Society of Appraisers (ASA) to present a live webcast of the Energy Valuation Conference on May 12. The conference, which is in its 11th year, will feature presentations from nationally recognized speakers who are profession leaders, covering a range of important topics in the industry, including a post-COVID-19 outlook. Early-bird pricing is available through March 31. For more information and to register, click here.

    Global BV News

    KPMG on business valuations and ESG

    While environmental, social, and governance (ESG) factors are seeing a “remarkable increase in awareness,” there is no “common approach regarding how to systematically factor ESG into financial valuations of specific target businesses,” says KPMG’s Quarterly Brief—International Valuation Newsletter for the first quarter of 2021. The KPMG brief suggests an approach to viewing business valuation through an “ESG lens” that involves assessing the ESG impact on cash flows and the discount rate and using probability-weighted scenarios. The brief also contains an update on recent capital market data, including major stock market performances, valuation multiples, current risk-free rates for major currencies, and country risk premiums. The full brief is available if you click here
  • 27-01-2021 20:49 | Lisa Guo (Administrator)

    Attorney sees trouble with proposed new BV glossary

    If the new proposed glossary of business valuation terms makes its way into the valuation standards, practitioners will face more exposure to professional risk, says an attorney in a Letter to the Editor. The new proposed glossary is out in exposure draft form with a comment period ending January 31 (see our prior coverage for details).

    To the BVWire editor:

    I am a civil trial lawyer, and my practice for 45-plus years has included the representation of accounting professionals in addressing and defending malpractice claims and license issues. Accordingly, I noted with interest some proposed items, including a revised glossary of terms, related to business valuation services by accountants.

    I need to say that I have concerns about creating a situation where the “standard of care” for a business valuation accountant might markedly shift by the creation of new terms, definitions, and processes that such professionals may not be using now; the legal standard refers to what the reasonably prudent accountant would, or would not, do in same or similar circumstances. Accordingly, I believe the proposed revised documents increase the potential for professional risk.

    Further, the Florida Supreme Court ruled midyear 2019, effective at that point and going forward, that the Florida courts will shift to the Daubert methodology currently used in federal courts in evaluating the extent of expert testimony allowed in a given case. Florida had been a Frye jurisdiction on that standard, and Frye essentially focused on one question: whether the expert’s opinion is generally accepted by the relevant scientific community. The Daubert standard offers a list of factors to consider. Florida’s evidence code, within FS 90.702, in its current form, provides: A witness who is qualified by knowledge, skill, experience, training, or education may testify in the form of an opinion or otherwise if: (a) the expert’s specialized knowledge will help the trier of fact to understand the evidence or to determine a fact in issue; (b) the testimony is based on sufficient facts or data; (c) the testimony is the product of reliable principles and methods; and (d) the expert has reliably applied the principles and methods to the facts of the case.

    I believe the risk that may arise in the proposed revisions to the glossary is it would become part of AICPA’s business valuation standard and implicitly make the valuation methods and technical terms generally accepted. And, in my experience with such experts, I am not convinced that many of them use these valuation methods and terms in the proposed revisions and may have difficulty in explaining them.

    Signed

    Michael J. Corso

    Florida Bar Board Certified in both civil trial and business litigation law

    Henderson, Franklin, Starnes & Holt P.A.

    Fort Myers, FL

    During a recent BVR webinar, a panel of business valuation thought leaders urged practitioners to submit comments on the proposed glossary by the January 31 deadline. You can find more details including how to submit comments in our prior coverage.

    U.K. and U.S. courts differ on COVID-19 business interruption claims

    A recent article in the New York Times reports that the U.K. Supreme Court recently ruled that insurers must cover COVID-19-related losses. This is a huge victory for small-business owners whose business interruptions claims often have been rejected by insurers. In contrast, many U.S. courts (state and federal) have sided with insurers and granted motions to dismiss the plaintiffs’ cases.

    Legal test case: As in the U.S., many business owners in the U.K. discovered that insurers were reluctant to pay business interruption claims related to the pandemic. As the Times article explains, the many rejections caused Britain’s financial services regulator, the Financial Conduct Authority (FCA), to file a legal test case on behalf of policyholders in the country’s highest court. The goal, the FCA says, was “to urgently clarify key issues of contractual uncertainty for as many policyholders and insurers as possible.”

    The test case sought to litigate key issues and obviate the need for individual policyholders to resolve their individual issues with their insurers. The FCA says for its test case it identified 370,000 policyholders with 700 types of policies that were issued by 60 insurers.

    According to the Times article, the Supreme Court’s recent judgment (Jan. 15, 2021) says pandemic-related losses and losses flowing from governmental shutdown orders are covered under two key terms that appeared in many of the policies. They are the “disease clauses,” covering losses from any occurrence of a disease that must be reported to authorities, and “prevention of access clauses,” covering losses when public authorities block access to the business premises. Further, the court ruled that businesses would be able to make claims for partial closure of business or orders that were not legally binding but that encouraged businesses to close days ahead of an order becoming law.

    The FCA says it will work with insurers to conclude as soon as possible processing of eligible claims. The goal was to provide businesses with interim payments wherever possible.

    Two hurdles: Meanwhile, in the U.S., business owners filing suit against insurers that denied claims for business interruption losses, in many instances, have failed to get beyond the motion to dismiss stage. Diesel Barbershop is a case in point. Here, a number of barbershops operating in Texas challenged the insurance company’s rejection of their claims under policies that were essentially identical. The policies included two hurdles to coverage. One was that they required an accidental, direct physical loss to the property. The court agreed with the insurer that the businesses were not “tangibly ‘damaged’ per se.” The plaintiffs did not plead direct physical loss to their buildings, the court said.

    Further, the court agreed with the insurer that, even if the plaintiffs had shown direct physical loss to their properties, they still would not prevail on their claims because of the virus exception contained in the policies.

    A companion case is Turek Enterprises, which arose in the Eastern District of Michigan and had facts similar to those in Diesel as well as an almost identical business insurance policy from the same insurer. This case, too, was dismissed.

    Digests of Diesel Barbershop, LLC v. State Farm Lloyds, 2020 U.S. Dist. LEXIS 147276; 2020 WL 4724305 (Aug. 13, 2020), and Turek Enterprises, Inc. v. State Farm Mutual Automobile Insurance Co., 2020 U.S. Dist. LEXIS 161198 (Sept. 3, 2020), as well as the courts’ opinions, are available at BVLaw.

    Hitchner poll reveals COEC sources of choice

    The January 2021 issue of Hardball With Hitchner includes the results of polls that reveal what sources valuation practitioners use for developing cost of equity capital (COEC) estimates. The results of the polls taken in 2020 show that the Duff & Phelps data are “widely used and accepted” and that the BVR Cost of Capital Professional has “gained usage,” Hitchner says (see below)

    Analysts’ Usage Percentages of COEC Data Vendors

    COEC Source

    2/25/2020

    1/21/2020

    Duff & Phelps Navigator

    84%

    92%

    BVResources COC Pro

    24%

    21%

    Damadoran’s data

    13%

    12%

    Pepperdine survey

    8%

    13%

    Other or none of the above

    13%

    7%

    (Source: Hardball With Hitchner, Issue 3, January 2021)

    “Damodaran’s data” refers to the work of Professor Aswath Damodaran (New York University Stern School of Business), who publishes a huge amount of free data on his website. The Pepperdine survey refers the Private Capital Markets Project from Pepperdine University, an analysis based on an ongoing survey of expected rates of return of providers in the private capital market.

    During a conference session in 2019, Hitchner used both the Navigator and Cost of Capital Professional platforms on a hypothetical company. The result was a cost of equity range from both platforms that was “not that much different,” he said. Full coverage of that session is in an article, “BVR and Duff & Phelps Cost of Capital Platforms Go Head-to-Head at VSCPA,” which appeared in the November 2019 issue of Business Valuation Update.

    Hardball With Hitchner is a monthly publication written by James Hitchner (Valuation Products and Services). For subscription information, click here.

    Reminder: Comments due on AICPA’s proposed standard on financial instrument valuation

    The AICPA’s Auditing Standards Board (ASB) has proposed a standard designed to provide practitioners with more guidance on auditing management’s estimates of the fair value of financial instruments, including on the use of pricing services. The proposed standard provides guidance:

    ·   When management has used the work of a specialist in making accounting estimates, as well as other proposed amendments to enhance guidance when evaluating the work of the management’s specialist;

    ·   On the use of pricing information from pricing services when evaluating management’s estimates related to the fair value of financial instruments; and

    ·   When using the work of an auditor’s specialist.

    The Proposed Statement on Auditing Standards (SAS), Amendments to AU-C Sections 501, 540, and 620 Related to the Use of Specialists and the Use of Pricing Information Obtained From External Information Sources, has a comment period that ends February 4. Please send comments to CommentLetters@aicpa-cima.com.

    Global BV News

    ‘Amazing’ rebound for valuations in India

    Over the past six months, “we have been amazed that valuations for most industries (save some severe casualties of COVID, including tourism, hotels, and aviation) are back to pre-COVID levels,” says a study on cost of capital in India. The study, from RBSA Advisors, examines movements in cost of equity, cost of debt, and resultant cost of capital. The study provides insight into the Indian economy, risk parameters, capital budgeting and leverage, as well as resultant costs of factors of capital. RBSA Advisors is the India-based partner of Valuation Research Group, and the study can be downloaded if you click here
  • 20-01-2021 20:47 | Lisa Guo (Administrator)

    Delaware court weighs in on goodwill in sole proprietorships

    A recent divorce case out of Delaware is significant for addressing the treatment of goodwill where the business is a sole proprietorship. The opinion includes important commentary on the only Delaware Supreme Court decision that has broached the issue.

    In the instant case, the business was a sole proprietorship through which the husband had worked for decades as an independent contractor for a larger financial services and investment firm. Primarily his work involved financial planning, estate and business succession planning, and executive benefits planning. The husband earned income from selling clients policies that met their financial and strategic needs and maintaining the plans throughout their lifetime. Policy renewals were another earnings source.

    Wrong premise: The parties’ BV experts reached very different value conclusions. The husband’s expert found the business was worth $255,000. The wife’s expert arrived at a value of nearly $3.5 million. Goodwill—specifically whether there was enterprise goodwill— was a major area of disagreement. The husband’s expert premised his valuation on the understanding that, under the controlling Delaware case law, there could be no goodwill in a sole proprietorship under any circumstances. This proposition was based on a 1983 decision from the Delaware Supreme Court, E.E.C. v. E.J.C., that deals with goodwill in the context of valuing a law firm owned by a sole practitioner. In E.E.C., the high court noted the parties conceded that “goodwill should be disregarded.”

    The court ruling on the present case said there are no other high court decisions giving additional guidance “whether or not it is appropriate to ever include a value for professional good will in such a business.” Many trial court opinions have cited E.E.C. both for the proposition that the capitalization of income approach or the discounted cash flow method are not appropriate methods with which to value a sole proprietorship and that a sole proprietorship has no enterprise goodwill.

    The court noted, here, the husband’s business was not a law firm “and the practice and means of generating income are different.”

    “The Court does not read EEC as stating that every sole proprietorship in every case has no professional good will,” the court said. Therefore, here, the valuation of the husband’s expert was based on the wrong premise. The court found credible the analysis of the wife’s expert, who assigned 5% of goodwill to the husband (value of a noncompete) and the remainder to the business. The court said both experts agreed that, if the husband could transfer goodwill such that he could transfer to a buyer his client base and stream of income (even 95% of the income), he could obtain about $3.5 million for the business.

    The opinion addresses other valuation issues, including how to account for commissions the husband received after separation but on which he worked during the marriage.

    A full discussion of A.A. v. B.A., 2020 Del. Fam. Ct. LEXIS 33; 2020 WL 6379355 (Oct. 9, 2020), and the court’s opinion are available to subscribers of BVLaw.

    Extra:Check out BVR’s free goodwill chartproviding a quick overview of goodwill jurisprudence in the 50 states.

    BVR ‘power panel’ comments on proposed BV glossary

    The first in a series of “power panel” BVR webinars drew a huge audience and brought together top thought leaders in the profession to address hot-button issues via questions from the audience (some on video). The panel, moderated by Jay E. Fishman (Financial Research Associates), consisted of Michelle F. Gallagher (Adamy Valuation), Ken Pia (Marcum), and Jeffrey S. Tarbell (Houlihan Lokey). They fielded questions about valuations amid COVID-19, PPP loans, tax affecting pass-through entities, ESOP valuations, and future leadership of the profession. They also discussed the recently proposed revision to the International Glossary of Business Valuation Terms that is currently out for public comment (due January 31).

    Some concerns: Gallagher noted that some new terms and methodologies in the glossary could create a problem—especially in a litigation context—if the glossary is made part of the valuation standards. Some of the new glossary entries include methodologies that are unknown to some practitioners. Pia commented that opposing counsel could pick up on this and ask the practitioner whether he or she used the methodologies listed in the new glossary. If you answer “no,” the next question you’ll get is “Why not? It’s in your professional standards.” Enough of those questions and enough “no” answers could seriously impact the expert’s credibility in the eyes of the court.

    Tarbell, who is in the working group for the glossary, acknowledged this concern and noted that the working group will consider it. He pointed out that the glossary has a number of disclaimers in it and is not meant to be authoritative, but one possibility is to issue it in a form that clarifies this. Fishman also suggested that the definitions be put into context. For example, if a term is used primarily for financial reporting purposes, the glossary should explain that, or, if a term is used primarily in a particular country, the glossary should point that out as well.

    The panel urged the audience to review the terms and definitions in the proposed glossary and submit comments by the deadline. You can find more details including how to submit comments in our prior coverage.

    A recording of the webinar is available if you click here. The next “power panel” is scheduled for April 6.

    Extra: A redlined version of the BV glossary is included in the online version of the February 2021 issue of Business Valuation Update(subscription required).

    Two new resources recap the year 2020 in BV

    A lot happened in 2020 in the business valuation profession other than COVID-19, and you can get caught up on the impacts of the pandemic—and everything else—with two new guides from BVR.

    The Business Valuation Update Yearbook, 2021 edition, contains over 70 articles and hundreds of news items that cover the most innovative approaches and techniques (including COVID-19-related), leading conferences, new court decisions, and changes in regulations and standards in the profession with on-the-ground reporting from valuation experts, thought leaders, and the BVR editorial team.

    The Business Valuation Case Law Yearbook, 2021 edition, represents BVLaw’s analysis of the most noteworthy court decisions of the past year in the areas of damages, marital disputes, breach of contracts, dissenting shareholder disputes, federal taxation (including estate and gift tax cases), intellectual property, bankruptcy, and more. It also contains the court opinions and a case listing by state/jurisdiction, court, and case name, followed by a short description of the key valuation issue of each case.

    Note: You already have these two new resources in your BV library if you are a subscriber to the Digital Library or BVResearch Pro.

    Valuations remain high in senior healthcare

    Strong deal flow, record levels of unspent capital, and valuations remaining at a high level characterize the M&A environment for senior living and post-acute providers, reports Jed Cheney (CliftonLarsonAllen LLP), a principal in CLA’s healthcare transaction services group. During a recent webinar, Cheney gave a good overview of the types of entities in this sector and their value drivers, including the impacts of COVID-19. Responding to a question from the audience, Cheney says that, from his perspective, he has not seen a marked change in earnouts and contingencies. From an escrow standpoint, he is still seeing the typical 5% being put into escrow. Another audience question: Are current transaction multiples good to use for future reference? Yes, says Cheney, who is seeing the same level of multiples as before the pandemic, which is “good for sellers,” he notes. This is a good example of the fact that the pandemic has impacted different sectors in different ways—some negative, some positive, and some not much at all.

    ESOP valuation FAQ guide is in the works at the AICPA

    A new AICPA FAQ guide is being prepared on ESOP valuations, say Natalya Abdrasilova (Wipfli LLP) and Steven L. York (Stern Brothers Valuation Advisors), who spoke at the recent AICPA FVS Conference. They have been working on the document, which is designed to provide clarity to certain issues. BVWire has covered a number of controversial valuation issues that have emerged from a series of court cases the government has been winning that claim ESOPs are purchasing sponsor company stock based on inflated valuations. These cases have stung the ESOP valuation community and have generated controversy over the tactics and valuation methods the Department of Labor (DOL) has been using. Members of Congress and the American Society of Appraisers (ASA) have objected to the DOL’s aggressive litigation-driven strategy and use of flawed valuation methodology.

    More takeaways from the conference are in the February 2021 issue of Business Valuation Update.

    Book review: The Art of Business Valuation: Accurately Valuing a Small Business

    The current issue of NACVA’s QuickRead includes a favorable review of a recently published book, The Art of Business Valuation: Accurately Valuing a Small Business. The book, written by Greg Caruso (Harvest Business Advisors), focuses on small and very small business (companies with under $10 million in revenues and often under $5 million in revenues). Caruso, well-known to NACVA members as the host and editor-in-chief of the monthly Around the Valuation World webcasts, “fills a gap by providing his professional insight on the challenges faced valuing small and very small businesses,” writes Roberto H Castro (Law Office of Roberto H Castro PLLC), who wrote the review. “This is insight that is not readily available.” To read the review, click here.

    Global BV News

    European goodwill impairment up 18% in 2019

    Total goodwill impairment recorded by European-listed companies in the STOXX® Europe 600 increased for a second consecutive year, rising 18%, to €36.4 billion (bn) in 2019, as fears of a slowdown in global growth persisted, according to the “2020 European Goodwill Impairment Study,” from Duff & Phelps. The United Kingdom had the highest aggregate amount of goodwill impairment in 2019. Overall, the top three industries with the most significant increase in goodwill impairment amounts in 2019 are (in order of magnitude): financials and real estate, consumer staples, and energy.

    Preview of the February 2021 issue of Business Valuation Update

    Here’s what you’ll see:

    • Practice Growth Opportunity in Valuing Financial Instruments” (BVR Editor). Valuation practitioners looking for a growth area should consider services related to financial instruments, according to Dr. Joel M. DiCicco (Center for International Business Valuation), speaking at the recent Second Annual Conference on the Art and Science of Business Valuation.

    The issue also includes:

    • A full section of “BV News and Trends/Global BV News and Trends.”
    • Regular features: “Ask the Experts” and “Tip of the Month.”
    • BV data spotlight: “DealStats MVIC/EBITDA Trends,” “FactSet Mergerstat/BVR Control Premium Study,” “Economic Outlook for the Month,” and the “Cost of Capital Center.”
    BVLaw Case Update: The latest court cases that involve business valuation issues.
  • 13-01-2021 20:43 | Lisa Guo (Administrator)

    Prince estate and IRS embroiled in fierce valuation dispute

    A recent article in the Star Tribune says the executor of the estate of Prince, the late world-famous rock star, and the Internal Revenue Service are currently locked in a fierce estate and gift tax dispute. The IRS argues the executor has seriously undervalued the estate, and the executors claim the IRS’ calculations “are riddled with errors.”

    Prince (full name Prince R. Nelson) died in April 2016 of an overdose of fentanyl. The fact that he had no will has resulted in complicated and extensive probate proceedings and wildly fluctuating estimates of the worth of Prince’s estate.

    The executor of the estate is Comerica Bank & Trust, a financial services company headquartered in Dallas. According to the Star Tribune, Comerica filed a tax return in 2017, valuing the estate at $82.3 million. Last June, the IRS issued a notice of deficiency in which the agency claimed the estate was worth about double that much, $163.2 million, and owed an additional $32.4 million in taxes. The IRS assessed an accuracy-related penalty related to what it considered a “substantial” undervaluation of the estate.

    The U.S. Tax Court’s docket shows that, in August 2020, Comerica petitioned the court for review and, at the same time, asked for a trial. At issue are the value of Prince’s real estate holdings and, most controversial, nontangible assets. The latter include ownership interests in music publishing, music compositions, and recordings. The article reports that at least one “deep-pocketed investor in music copyrights” has expressed great interest in acquiring the rights to Prince’s music.

    Besides his reputation as a brilliant musician, Prince became famous for keeping tight control over the release and use of his music and for enforcing his intellectual property rights aggressively. Case research shows that Comerica, whose role as executor includes acting as “fiduciary charged with monetizing and protecting the Estate’s intellectual property for the benefit of [Prince’s] heirs,” seeks to continue along this path. It has set up the official Prince YouTube channel and has successfully litigated copyright infringement claims against those who have released unauthorized audio and/or video recordings of Prince performances (Comerica Bank & Trust, N.A. v. Habib).

    Stay tuned for further reporting on this matter.

    Letter to the editor: Proposed change to BV Glossary

    The following letter concerns the proposed changes to the International Glossary of Business Valuation Terms (see last week’s coverage for details):

    Dear Editor:

    I think many certified as ABVs and CPAs who perform valuation services will be interested in the effective change to AICPA’s professional standard for valuation services, VS Section 100, if the proposed revised “international glossary” is adopted and replaces the original international glossary currently at VS 100.81.

    The proposed revised glossary has about twice as many terms as the current version. The current version of the international glossary in the standard has 123 valuation terms. The December 14, 2020 proposed revised international glossary has 239 valuation terms.

    Some of the new terms include valuation methods including Backsolve Method, Cost Savings Method, Current Value Method, Distributor Method, Greenfield Method, Hybrid Method, Investment Method, Premium Profits Method, Summation Method, and With and Without Method.

    In addition to new methods, the proposed revised glossary adds technical terms including All Risks Yield, Calibration, En Bloc Value, Evidential Skepticism (that differs from Professional Skepticism in the document), Notional Market Valuation, Ratable Value, Self-Skepticism, and Sustainability (that relates to climate change, corporate responsibility, and other factors).

    I see two issues for the AICPA’s comment period: first, should the proposed revised glossary be included in AICPA’s professional valuation standard VS 100 or separated as an obvious non-authoritative document similar to a practice aid or practitioner handbook; and, second, whether the valuation terms are reasonable or acceptable. From the perspective of ABVs and CPAs who perform valuation services, I think the first area to consider is whether the proposed glossary document belongs in the VS 100 professional standard. It could, for instance, increase risk for practitioners. Also, I think AICPA providing a mark-up (redline) version of the proposed revisions would be a large benefit to those reviewing the proposal for possibly providing comments to AICPA.

    Dr. Michael A. Crain, CPA/ABV, CFA, CFE

    Editor’s note: Dr. Crain was the chair of the AICPA’s Business Valuation Committee in 2007 when the AICPA issued its business valuation standard, Statement on Standards for Valuation Services (SSVS), now commonly known as VS Section 100. He is currently the director of Florida Atlantic University’s Center for forensic accounting and continues to practice on a part-time basis.

    Comments on the proposed changes are due January 31. Click here for our coverage from last week that has links to the document and how to submit comments.

    New guidance issued on the Payroll Protection Plan

    During a recent BVR webinar, speakers report that many business owners will claim their Payroll Protection Plan (PPP) loans will be 100% forgiven. In reality, not everyone will receive 100% forgiveness, so appraisers need to make their own decisions about whether what clients are saying is reasonable or not. The U.S. Small Business Administration (SBA) and Treasury have issued new guidance for the reopening of the PPP. The new guidance released includes:

    ·         PPP guidance from SBA Administrator Carranza on accessing capital for minority, underserved, veteran, and women-owned business concerns;

    ·         Interim final rule on Paycheck Protection Program as amended by Economic Aid Act; and

    ·         Interim final rule on second draw PPP loans.

    Speakers on the BVR webinar also advised experts to consult with a client’s accountant and attorney about the loan forgiveness.

    Today’s the deadline to send your video question to the BV ‘power panel’

    You can get free admission to BVR’s Power Panel: Live Expert Answers for Today’s Tough BV Questions on January 14 if you send in a video of yourself asking a question you want the panel to answer. But you must send it in before the end of today, January 13, to qualify. The panel will consist of Jay E. Fishman (Financial Research Associates), Michelle F. Gallagher (Adamy Valuation), Ken Pia (Marcum), and Jeffrey S. Tarbell (Houlihan Lokey). Use your smart phone or other device and video yourself asking a question and send it to BVR’s training director, Jared Waters, at JaredW@bvresources.com by the end of today, January 13, and you’re all set. If you have any trouble doing this, contact Jared for help.

    Business Reference Guideupdated for 2021

    The 2021 edition of the Business Reference Guide (BRG) by Tom West is now available. Now in its 31st year, it contains the latest industry-related information including “rules of thumb,” pricing tips, benchmarking information with comparison data, industry resources, and general industry data on nearly 600 types of businesses. There is also an online version with a fully searchable database, and it includes the print version of the guide.

    FAU offers online accounting course on data analytics

    The School of Accounting Executive Master’s Degree Program at Florida Atlantic University has developed an online accounting course on data analytics in auditing, managerial accounting, and financial statement analysis. The course includes hands-on practice in extracting data from accounting systems for use in analytical software. This course covers an entire semester, which starts this month (officially on January 16) and is worth three credit hours for CPE purposes, which should translate to 45 CPE credits. There is no set class schedule—you make your own weekly schedule and arrange online meetings with the instructor for one-on-one or group meeting. There is a short video by the instructor, who is a CPA with direct experience in data analytics. The cost is $700. The contact information for the application is 561-297-0525, or you can email Deborah Cavicchia at dcavicchia@fau.edu. FAU’s School of Accounting Executive Program can help expedite the application process.

    Revised resource for IP valuation insights and case law

    New chapters and over 200 case digests—plus online access to the full text opinions—are available in BVR’s Intellectual Property Valuation Case Law Compendium, 4th edition. This compendium helps remove the guesswork from understanding what it takes for an effective expert/attorney team to win a case in intellectual property valuation. In addition to the case material, there are articles that outline practical tactics for use in any IP engagement, including a list of the top 20 questions to ask when completing due diligence for an IP valuation. For more details and the table of contents, click here.

    Global BV News

    PFI featured in latest OIV Journal

    The latest edition of the journal of the Organismo Italiano di Valutazione, the valuation standards-setter in Italy, is now available if you click here. This edition contains the following articles:

    • The use of management’s prospective financial information: a focus on fair value measurement using discounted cash flow techniques (David C. Dufendach); and
    • Early warning signs (value based) of imbalances in troubled firms (Mauro Bini).

    Dufendach advises that valuation professionals should increase their familiarization regarding Guidance on PFI contained in the Mandatory Performance Framework (MPF1) and Application of the Mandatory Performance Framework (AMPF) for the CEIV credential—“even though it may not be required,” he writes. The guidance addresses professional skepticism, due diligence procedures, reasonably objective basis, and documentation.

  • 06-01-2021 20:40 | Lisa Guo (Administrator)

    Comments wanted on revised global BV glossary

    A draft of a revised international glossary of business valuation terms has been developed, and feedback is wanted on the terms included and their definitions. The draft is a result of the collaboration of the ASA, AICPA, RICS, TAQEEM, and CBV Institute. Public comments are due January 31, and the document, titled International Valuation Glossary—Business Valuation, can be found if you click here. Comments can be submitted if you click here, but the AICPA has asked its members to provide feedback directly to Mark Smith, senior manager of the AICPA’s FVS section, via email at mark.smith@aicpa-cima.com.

    Key point: The revised glossary will be made part of official standards, and it contains technical terms and methodologies, a number of which have emerged since the prior version (published in 2001). Some practitioners we spoke with are worried that this could create a problem, especially in a litigation context. For instance, you might get this question related to a new glossary entry: “Did you use or consider the Greenfield method in your valuation analysis?” If you answer “no,” the next question you’ll get is “Why not? It’s in your professional standards.”

    It may be better to promulgate the revised glossary in nonauthoritative form, such as an advisory or practice aid.

    Vinoskey reply brief refutes DOL’s stock value and control claims

    Argument continues in the contentious Vinoskey ESOP litigation, which is now in the 4th Circuit where the remaining defendant, Adam Vinoskey, has appealed the district court’s liability and damages findings. Vinoskey recently filed a reply to the Department of Labor’s defense of the court’s decision in which he discredits the DOL’s valuation-centered contentions.

    As we reported earlier, at issue was a 2010 transaction in which Vinoskey and his late wife sold the remaining 52% of stock in their company to an ESOP for $406 per share. Appraisals in the five years preceding this transaction ranged from $215 per share to $285 per share in 2009. The crux of the district court’s ruling was that Vinoskey was a knowing participant in the independent trustee’s ERISA violations and was liable as a co-fiduciary for failing to remedy the trustee’s breaches. The trustee caused the plan to overpay for company stock, and Vinoskey, the selling shareholder, accepted the price knowing it was inflated.

    Post-judgment, the DOL and the trustee settled, but Vinoskey appealed the findings.

    Arm’s-length deal: In its response brief, the DOL claimed Vinoskey, who was a named fiduciary of the ESOP, was liable as a fiduciary concerning the 2010 transaction. He also was liable as a co-fiduciary because he failed to make reasonable efforts to remedy the trustee’s breaches. He “did nothing to protect his employees’ interests in the 2010 Transaction.” Vinoskey’s reply brief counters that he removed himself from the decision-making process underlying the transaction and that the company retained an independent trustee that had the authority to review and approve the transaction and that was insulated from Vinoskey’s influence. Vinoskey did “what a prudent fiduciary selling stock to the ESOP should do,” the brief says.

    “Vinoskey sat only on one side of the bargaining table and negotiated against the independent trustee, who sat on the other side.” The brief claims he wasn’t a fiduciary and cannot be liable as a co-fiduciary of the trustee’s breaches. The DOL “advances what amounts to a per se theory of liability for selling shareholders when an independent trustee causes an ESOP to overpay for company stock,” the reply brief asserts.

    Valuation is forward looking: The DOL claims Vinoskey knew “there was no business reason” that justified the stock price increase from $285 per share in 2009 to $406 per share in 2010. Vinoskey’s reply brief points out that 2009 earnings were lower as a consequence of the Great Recession. It says the DOL conceded that the company began to bounce back in 2010; Vinoskey reasonably believed it would do even better in 2011 considering the large backlog of orders, which, when filled, would boost the company’s earnings.

    Valuation is forward looking, the brief notes. “For valuation purposes, the question was whether, in 2010, [the company] was poised for future growth.” Vinoskey saw a promising future particularly in light of the economy’s general improvement.

    Regarding the contested issue of control, the brief says a layperson likely understands what “control premium” means. However, “even a valuation professional would not know that a buyer was paying a control premium based solely on the fact that a valuation was conducted on a controlling interest basis,” the brief says. Further, the ESOP did gain control, the brief emphasizes. The transaction caused the ESOP to own 100% of the company’s voting shares, and, under the corporate bylaws, the ESOP had the unfettered right to remove the board of directors for any reason at any time.

    The brief further notes that the idea that an ESOP owning 100% of a company’s voting rights might not control the company “simply did not exist until 2017, after the district court’s decision in Brundle.” This transaction took place in 2010, the brief points out.

    Stay tuned for reporting on further developments in this case.

    Digests of the district court’s 2019 decision in Pizzella v. Vinoskey(earlier Acosta v. Vinoskey), 2019 U.S. Dist. LEXIS 129579 (Aug. 2, 2019), and Pizzella v. Vinoskey (II), 2020 U.S. Dist. LEXIS 15464; 2020 WL 476669 (Jan. 29, 2020), as well as the court opinions are available to subscribers of BVLaw.

    Send the BV ‘power panel’ a video question—and get free admission

    Here’s your chance to ask any question you want, and it will be answered live during BVR’s Power Panel: Live Expert Answers for Today’s Tough BV Questions on January 14. What’s more, if you send in a video of yourself asking the question, you will get free admission to the session. The panel will consist of Jay E. Fishman (Financial Research Associates), Michelle F. Gallagher (Adamy Valuation), Ken Pia (Marcum), and Jeffrey S. Tarbell (Houlihan Lokey). To get free admission to the webinar, you must send in a question in video form by January 13.

    What to do: Use your smart phone or other device and video yourself asking a question you want the panel to answer. Send the video to BVR’s training director, Jared Waters, at JaredW@bvresources.com no later than January 13, and you’re all set. If you have any trouble doing this, contact Jared for help.

    Vanguard stock market forecast implies a U.S. ERP of 3% to 5%

    Annual returns of U.S. stocks over the next decade are forecasted to be in the “modest 3.7%-5.7% range,” according to a recent market outlook reportfrom Vanguard. This implies an equity risk premium (ERP) in the range of 2.2% to 4.2%, assuming a risk-free rate of 1.5% (the 20-year T-bond spot rate at the time of this writing). The forecast of stock returns “is quite different from the 10.6% annualized return generated over the last 30 years,” the report says. Some analysts believe that the past is not reflective of the future, so they do not use an ERP based on historical returns. The ERP is a forward-looking concept based on the expected excess return on the stock market, so they use a forward-looking (“implied”) ERP. An implied ERP represents investment expectations as of a particular point in time, which is what analysts are trying to determine.

    Good, free economic research from McKinsey

    We hear more valuation analysts touting the free material available from McKinsey on economic and industry analyses, particularly with respect to the COVID-19 crisis. A few examples: One chart shows projected small-business recoveries by industry (click here to view), and another shows the most likely scenario for COVID-19’s impact on domestic GDP in various countries (click here to view). All of this material is free, and you can sign up for regular alerts on the McKinsey website.

    Do you have a story to tell?

    During 2020, it was exciting to see valuation experts rise to the challenges the pandemic created. Business Valuation Update was very fortunate to publish a good number of articles submitted by experts who presented some very interesting and innovative thinking about how to reflect the impact of the pandemic on valuations. Of course, this thinking continues to evolve, so we invite you to share your ideas and experiences with your peers and submit an article to us. No time to write? No problem—just contact us and we can help you with that! Send an email to andyd@bvresources.com.

    Global BV News

    IVSC issues exposure draft on financial instruments

    The International Valuation Standards Council (IVSC) is “eager” to hear comments on its exposure draft on a new standard for the valuation of financial instruments. This is part of the ongoing effort of the organization’s Financial Instruments Board, which was formed in December 2018. “This exposure draft represents a hugely significant evolution in the valuation of financial instruments and the IVSC is eager to hear your thoughts,” the IVSC says. Comments are due by April 19. You can find the exposure draft if you click here, and you’ll also find a form for feedback.

    CBV Institute sets date for 2021 Congress

    Mark your calendar for June 16-18 to attend the Interactive Virtual Congress 2021 held by the Chartered Business Valuators Institute (CBV Institute), Canada’s valuation professional organization (VPO). This event has always represented best-in-class global learning. Details are forthcoming and will appear on the organization’s event webpage.

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