The Bank Director's Valuation Handbook
What Every Director Must Know About Valuation
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Valuation issues intersect with a bank’s affairs more often than you may imagine, and they are likely to arise during your tenure as a director or manager. These valuation issues might include merger and acquisition activity, an employee stock ownership plan, capital planning, litigation, or financial planning, among others. Mercer Capital has been working with financial institutions for over 25 years and has provided valuation and other financial consulting services to thousands of clients. We find that most of our clients have the same basic questions about these important valuation issues. This handbook is written to address many of these questions and to provide useful information for bank directors and managers when valuation needs emerge. It is unique in that it focuses specifically on valuation-related issues, and is designed to be a ready resource rather than an academic treatise.
Who Should Read This Handbook and Why?
This handbook is written specifically for bank directors and managers. It provides basic information and insight into those circumstances that involve valuation and other financial consulting. Each chapter addresses a valuation issue that might surface at your financial institution. Meant to stand alone, the chapters summarize the key issues on which you should focus and provide insight and a vocabulary to assist you in asking the right questions of your professional advisors.
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PRODUCT DESCRIPTION
Authors: Andrew K. Gibbs, CFA, CPA/ABV and James D. Wilson, Jr., CFA
Contributing Authors: Kenneth W. Patton, ASA, Laura J. Hoffmeister, CFA, Kristin C. Beckman, and Madeleine C. Gilman.
Specs:
Publication Date: January 2009
Length: 200 pages
Dimensions: 6x9 paperback
Publisher: Peabody Publishing, LP
ISBN: 978-0-9700698-6-3
CHAPTER LIST
SECTION ONE: INTRODUCTION TO VALUATION
Chapter 1: The Valuation Process
Chapter 2: Core Valuation Concepts
Chapter 3: Financial Management & Performance Measurement
SECTION TWO: COMPENSATION & EMPLOYEE BENEFIT PLANS
Chapter 4: Employee Benefit Plans
Chapter 5: Stock Options, Restricted Stock, & Stock Appreciation Rights
SECTION THREE: STOCK TRANSACTIONS
Chapter 6: Estate & Gift Tax Issues
Chapter 7: Raising Capital
Chapter 8: Buy-Sell Agreements
SECTION FOUR: STRATEGIC ALTERNATIVES
Chapter 9: Mergers & Acquisitions
Chapter 10: Fairness Opinions
Chapter 11: Capital Gains & Dividends
Chapter 12: Sub-Chapter S Conversions
SECTION FIVE: FINANCIAL REPORTING
Chapter 13: Fair Value Accounting
Chapter 14: Fair Value Accounting In Business Combinations
Chapter 15: Share-Based Compensation
SECTION SIX: STATUTORY & LEGAL CONCEPTS
Chapter 16: A Primer on Litigation
Chapter 17: Statutory Fair Value
Chapter 18: Divorce of a Key Shareholder
SECTION SEVEN: CONCLUSION
Addendum: The Capital Purchase Program (CPP)
Addendum: IRS Provides New Tax Incentive for Banks
What Others are Saying About The Bank Director's Valuation Handbook:
Mercer Capital has provided several thousand valuation opinions and hundreds of fairness opinions and other advisory services to banks, thrifts and other financial institutions since its inception over 25 years ago. The Bank Director’s Valuation Handbook is a quick, easy read for any director, executive and officer of a bank or for professionals who work with banks, especially on board matters. Directors in particular have a fiduciary duty to make informed business decisions. The events of the past 18 months have highlighted how little directors and managers knew about the risk their respective institutions were taking, and if not their institutions then risk being taken in the system. The result has been devastating for common shareholders (and preferred and bond holders at some institutions) with massive value destroyed, much of which will never be recovered even if dilutive share offerings at low stock prices do not occur.
Going forward directors will have to become much better versed in valuation and corporate finance matters as the industry and regulators sort out the debacle. Hundreds of institutions face the prospect of having to raise additional capital, which raises the question of how much, type and price, while others will be forced to seek a merger partner. Even directors of institutions that are in a strong competitive position face similar issues as most will evaluate capital raises and acquisitions to take advantage of the situation.
Director of Research
Howe Barnes Hoefer & Arnett