The Potential Buyers of Your Business

In this article, we discuss some exit options and summarize some of the specifics of certain types of buyers and what that could mean for transaction structure and economic outcomes.

Labor Shortage in Trucking Industry Leading to a Rise in Consumer Pricing

When the COVID-19 pandemic hit the United States in 2020, the demand for truck drivers increased sharply as many consumers turned towards online shopping. Even though trucking services were in high demand, the trucking industry struggled to grow its workforce during this time period. This coupled with other factors has had a serious impact on the economy.

Estate of Michael J. Jackson v. Commissioner – Key Takeaways

It is imperative for estate planners to engage valuation analysts that perform the proper procedures and follow best practices when performing valuations for gift and estate planning purposes. It is necessary to have a well-supported valuation because these reports are scrutinized by the IRS and may end up going to court. The recent decision by the U.S. Tax Court in Estate of Michael J. Jackson v. Commissioner provides several lessons and reminders for valuation analysts, and those that engage valuation analysts, to keep in mind when performing valuations for gift and estate planning purposes.

Fairness Opinions  

Our experience is that some if not most members of a board weighing an acquisition proposal do not have the background to thoroughly evaluate the buyer’s shares. Even when financial advisors are involved there still may not be a thorough vetting of the buyer’s shares because there is too much focus on “price” instead of, or in addition to, “value.”

A fairness opinion is more than a three or four page letter that opines as to the fairness from a financial point of a contemplated transaction; it should be backed by a robust analysis of all of the relevant factors considered in rendering the opinion, including an evaluation of the shares to be issued to the selling company’s shareholders. The intent is not to express an opinion about where the shares may trade in the future, but rather to evaluate the investment merits of the shares before and after a transaction is consummated. This article lists key questions that should be asked as part of every financial analysis.

Not All MOEs Are Created Equal

In the December 2020 BankWatch, we provided our M&A outlook for 2021 and touched on themes that we believed would drive deal activity for the year.  Our view was that the need to reduce costs in the face of revenue … Continued

Understand the Discount Rate Used in a Business Valuation

The discount rate is the key factor in business valuation that converts future dollars into present value as of the valuation date. In this article, we examine the various components of a discount rate.  Then, we relate the discount rate to rates of return of other investments that should provide a commonsense road map for what is reasonable and what is not.

Mortgage Banking Lagniappe

2020 was a tough year for most of us. Schools and churches closed, sports were cancelled, and many lost their jobs. There were a select few, however, that thrived during 2020. Jeff Bezos and Elon Musk saw a meteoric rise in their personal net worth over the past 12 months. Mortgage bankers are another group showered with unexpected riches last year (and apparently this year).

Mortgage Banking Lagniappe (Part II)

The January Bank Watch provided an overview of the mortgage industry and its importance in boosting bank earnings in the current low-rate environment. As we discussed, mortgage volume is inversely correlated to interest rates and more volatile than net interest income. In this article, we discuss key considerations in valuing a mortgage company/subsidiary, including how the public markets price them.

Personal Goodwill: An Illustrative Example of an Auto Dealership

Personal goodwill was an issue in several of our recent litigated divorce engagements. It is more prevalent in certain industries than others and varies from matter to matter. However, although there are several accepted methodologies to determine personal goodwill, there is not a textbook that discusses where it exists and where it doesn’t. Before any attempts to measure and quantify it, an important question to ask is “Does it exist?” Often with ambiguous concepts like personal goodwill, the adage “you know it when you see it” is most appropriate. In this article, we examine personal and enterprise goodwill using a specific fact pattern unique to the auto dealership industry. Beyond this illustrative example, the analyses can be applied in other industries, but must be considered carefully for the unique facts and circumstances of each matter.

Patel v. Patel

In this case, the parties raised the matter to appeals for two issues: 1) whether the trial court erred in awarding Wife alimony in futuro of $7,500 per month, and 2) whether Wife is entitled to attorney’s fees.

Estate Planning When Bank Stocks Are Depressed

Maybe not for the best of reasons, the stars have aligned for bank investors who have significant interests in banks to undertake robust estate planning this year. Bank stock valuations are depressed as a result of the recession that developed from the COVID-19 policy responses, including a return to a zero interest rate policy that is now known as the effective lower bound. The result is severe compression in net interest margins

Four Reasons to Consider a Stock Repurchase Program

Amid many events brought on this year, many banks and their directors are evaluating strategic options and ways to create value for shareholders. While the Federal Reserve has prohibited the largest U.S. banks from share repurchases, the current environment has prompted many community banks to announce share buyback plans. In our view, there are four primary reasons that many community and regional banks are announcing or expanding share repurchase programs in the current environment. In this article, we expand on those four reasons.

Subdued M&A Activity in the First Half of 2020

U.S. M&A activity slowed sharply in the second quarter due to the economic shock resulting from the COVID-19 pandemic. Activity – especially involving lower-to-middle market businesses – is expected to remain muted for the duration of 2020 and throughout 2021 unless more effective therapeutics and/or vaccines are developed that facilitate a more bullish sentiment than currently prevails.

Trucking Industry Explosions and Implosions

The trucking industry has recently been shaken by a series of large accident-related litigation verdicts, also known as nuclear verdicts.  The definition of what constitutes a nuclear verdict can vary; however, the most common definition is verdicts in excess of $10 million.  No matter how they are defined, nuclear verdicts are causing upheaval in the trucking industry. 

Neiman Marcus: A Restructuring Case Study

On May 7, 2020, Neiman Marcus, an iconic luxury retailer, announced in its bankruptcy filing plans to reorganize under Chapter 11 with the backing of most creditors. In this article, we discuss the bankruptcy process and the importance of valuation in bankruptcy proceedings.

Standard of Value in Bankruptcy

The determination of the appropriate “standard of value” when performing business valuations and other valuation related analyses for bankruptcy purposes is critical.  While a standard of value is often specified, it is frequently the case that the specific standard of value is not well defined in either the Bankruptcy Code, applicable state statutes, or in judicial guidance.  Further, the standard of value terminology used in valuations for bankruptcy purposes often differs from the terminology used for other (non-bankruptcy) purposes.

Valuation Considerations in Bankruptcy Proceedings

The outbreak of COVID-19 in the United States has caused a severe public health crisis and an unprecedented level of economic disruption. We discuss the key valuation-related steps of a Chapter 11 restructuring.