For privately held companies (particularly those sponsored by private equity and venture capital funds), getting the valuation process right the first time for equity compensation grant compliance is always the least expensive route in terms of both direct and indirect cost.
With many acquirers spending 2009 on the sidelines, the new accounting treatment for contingent consideration arrangements under SFAS 141R remains largely untested.
A purchase price allocation report should be well documented, concise, and provide sufficient background information. This article enumerates elements of a properly prepared purchase price allocation report.
Based on our review of the case and Dr. Kursh’s report, it appears that Dr. Kursh used information that was factually based and within the range of reasonable comparisons with market data in his application of the QMDM. It is unfortunate, but the Court was apparently not convinced of the reasonableness of Dr. Kursh’s assumptions and their consistency with “hard data” that was in his report and otherwise readily available.
This article comments on the embedded capital gains tax liability issue as discussed in the case, Davis v. Commissioner.
The Welch case reinforces a point we have made many times, that business appraisers need to be exceedingly careful in citing Tax Court decisions as support for positions taken in tax-related valuations.
A 1997 case illustrates the complexities that can evolve in the valuation of debt securities and the weight the Tax Court applies to an appraiser’s effort to obtain and verify information on a particular interest to be valued.
There has been a substantial controversy regarding the appropriate treatment of embedded capital gains in determining the fair market value of interests of C corporations since the repeal of the so-called General Utilities doctrine by the Tax Reform Act of 1986 (“TRA”).
We are living in an uncertain world. Business owners must carefully consider the current uncertainties in order to position their companies (and themselves) optimally for the future.
On October 11, 2007 the SEC approved FINRA’s new Rule 2290 regarding the preparation of fairness opinions and the disclosures required in fairness opinions.
It is common for business owners to get serious about exit strategies only after a potential buyer comes knocking on the door.
An initial private offering (IPO) is an offering of private company stock to the investing public through the regulated, public securities markets. For rmany reasons, the IPO route to shareholder liquidity or growth capital is unavailable to most private companies.
It is important for business owners to understand the factors that influence value in both the general economy and the acquisition market. This is certainly necessary for owners who are currently considering the sale of their business or may consider such a transaction in the near future.
As part of our transaction advisory and consulting services, Mercer Capital is often called upon to provide fairness opinions in transactions.
While this article highlights our experience in the banking industry, the strategies presented here are applicable for anyone in any industry engaging in a transaction.
Many business owners have not done a great deal of thinking about the value of their businesses. When we talk to these business owners about potential transactions, they often have no (or an unrealistic) notion of the economic benefits associated with their ownership interest in the business.
A variety of factors have been working together in the past several years to create opportunities for owners of private businesses to achieve liquidity by selling their businesses to private companies.
This article addresses some of the issues that a seller of a company must consider when evaluating and negotiating the sale of a business.
Corporate mergers and acquisitions are typically announced in a press release that expresses the enthusiasm of both the purchaser and the target. Like any wedding, a deal is an event that results in a great deal of excitement on the part of both participants, as well as a great deal of speculation on the part of those familiar with the union about whether or not it is a wise decision. And, like many marriages between a man and a woman, a significant number of corporate marriages result in disappointment for all involved.
Convertible securities, comprising convertible debt and convertible preferred stock, represent a hybrid ownership interest combining features of both “straight” debt and common equity.
The terms “Financial Buyer” and/or “Strategic Buyer” frequently arise in discussions about investment banking activities, particularly when discussing the sale of a business. This article describes some of the characteristics of each type of buyer, and briefly discusses potential situations in which one might be more appropriate than the other.
Acquirers of non-financial services companies tend to focus on various definitions of cash flow and value.
Companies often use contingent consideration when structuring M&A transactions to bridge differing perceptions of value between a buyer and seller, to create an incentive for sellers who will remain active in the business post-acquisition, and other reasons. In the medical device industry, contingent consideration is most often used to manage risks related to the uncertainty of the future performance of development-stage technologies.
A more thorough and comprehensive understanding of business valuation concepts and vocabulary is required to better appreciate the lessons of this recent past, as well as to anticipate the future that will likely unfold for many beer distributors