Valuation/Lit. sup./Fraud/M&A
Showing 97–112 of 1569 results
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Don’t let fraud disrupt your M&A deal
July / August 2022
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 437
Abstract: Due diligence is key when buying or merging with a business, especially in today’s volatile marketplace. This article discusses ways a forensic accountant can help a buyer vet the seller’s financial statements, projections and representations for errors, exaggerations — and even fraud.
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Appellate court overturns ruling based on “incompetent” valuation
July / August 2022
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 561
Abstract: Weak valuation testimony may sometimes satisfy a jury. But it can come back to haunt clients on appeal. This article explains how a government agency learned that lesson the hard way in a recent Pennsylvania eminent domain case. State Route 00700, Section 21H v. Bentleyville Garden Inn, Inc., No. S-21-133 (Pa. Commonwealth Oct. 1, 2021).
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Factors to consider when selecting guideline companies
July / August 2022
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 635
Abstract: When valuing businesses, experts often rely on the guideline transaction method. This technique derives market multiples from the market prices of controlling interests in companies that are engaged in the same or similar lines of business as the subject company. This article explains why careful selection of guideline companies and pricing multiples is critical to avoiding erroneous conclusions under this method.
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Bohac v. Benes Service Co. – Is the asset-based approach relevant for going concerns?
July / August 2022
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 836
Abstract: The appropriate technique for valuing a business depends on a variety of factors, including the type of business, its plans for the future and the valuation’s purpose. This article summarizes a recent Nebraska Supreme Court ruling that called for an asset-based (or cost) approach to value a business that’s a viable going concern. A sidebar explains how the standard of value in dissenting shareholder cases usually differs from the IRS’s definition of fair market value. Bohac v. Benes Service Co., No. S-21-133 (Neb. Jan. 14, 2022).
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IRS hot button: Deductible management fees vs. disguised distributions
July / August 2022
Newsletter: Viewpoint on Value
Price: $225.00, Subscriber Price: $157.50
Word count: 446
Abstract: The U.S. Tax Court recently ruled that management fees a corporation paid to shareholders over a three-year period weren’t deductible; instead, they represented disguised distributions. This article summarizes the key points of this decision and explains why it could be relevant outside of a federal tax context. Aspro, Inc. v. Commissioner, TC Memo 2021-8.
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Know the company’s value before meeting with lenders
July / August 2022
Newsletter: Viewpoint on Value
Price: $225.00, Subscriber Price: $157.50
Word count: 594
Abstract: An understanding of a company’s value is critical when applying for new loans to grow the business or renegotiating existing terms to be more favorable. This article explains why a balance sheet can present an incomplete picture of financial position. Current market values are based on future earnings and the prices paid for comparable companies.
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Delaware Chancery Court weighs in on fair value in statutory buyouts
July / August 2022
Newsletter: Viewpoint on Value
Price: $225.00, Subscriber Price: $157.50
Word count: 643
Abstract: Reliable market indicators often provide the best evidence of a corporation’s fair value in statutory appraisal rights cases. This article summarizes a recent Delaware Chancery Court case that based the buyout price for a dissenting shareholder’s interest on two market-based value indicators. The court also factored in changes in value between the merger’s signing and closing dates. In Re Appraisal of Regal Entertainment Group, Cons. C.A. No. 2018-0266-JTL, Court of Chancery of the State of Delaware (May 13, 2021). BCIM Strategic Value Master Fund LP v. HFF, Inc., C.A. No. 2019-0558-JTL, Court of Chancery of the State of Delaware (February 2, 2022).
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Harvey v. Harvey – Buy-sell provision applies to divorce valuation
July / August 2022
Newsletter: Viewpoint on Value
Price: $225.00, Subscriber Price: $157.50
Word count: 844
Abstract: The Fifth District Court of Appeals of California recently addressed the valuation of a closely held business in connection with a divorce. Notably, the court valued the wife’s 50% interest pursuant to the valuation provisions of a buy-sell agreement rather than the state’s family code. This article explains why the appellate court rejected a discount for taxes that weren’t “immediate and specific,” but allowed a discount for lack of marketability. Harvey v. Harvey, No. F078166, Court of Appeals of California, Fifth District (December 16, 2021).
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IRS hot button: Deductible management fees vs. disguised distributions
July / August 2022
Newsletter: Valuation & Litigation Briefing / Litigation & Valuation Report
Price: $225.00, Subscriber Price: $157.50
Word count: 446
Abstract: The U.S. Tax Court recently ruled that management fees a corporation paid to shareholders over a three-year period weren’t deductible; instead, they represented disguised distributions. This article summarizes the key points of this decision and explains why it could be relevant outside of a federal tax context. Aspro, Inc. v. Commissioner, TC Memo 2021-8.
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Know the company’s value before meeting with lenders
July / August 2022
Newsletter: Valuation & Litigation Briefing / Litigation & Valuation Report
Price: $225.00, Subscriber Price: $157.50
Word count: 594
Abstract: An understanding of a company’s value is critical when applying for new loans to grow the business or renegotiating existing terms to be more favorable. This article explains why a balance sheet can present an incomplete picture of financial position. Current market values are based on future earnings and the prices paid for comparable companies.
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Delaware Chancery Court weighs in on fair value in statutory buyouts
July / August 2022
Newsletter: Valuation & Litigation Briefing / Litigation & Valuation Report
Price: $225.00, Subscriber Price: $157.50
Word count: 643
Abstract: Reliable market indicators often provide the best evidence of a corporation’s fair value in statutory appraisal rights cases. This article summarizes a recent Delaware Chancery Court case that based the buyout price for a dissenting shareholder’s interest on two market-based value indicators. The court also factored in changes in value between the merger’s signing and closing dates. In Re Appraisal of Regal Entertainment Group, Cons. C.A. No. 2018-0266-JTL, Court of Chancery of the State of Delaware (May 13, 2021). BCIM Strategic Value Master Fund LP v. HFF, Inc., C.A. No. 2019-0558-JTL, Court of Chancery of the State of Delaware (February 2, 2022).
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Harvey v. Harvey – Buy-sell provision applies to divorce valuation
July / August 2022
Newsletter: Valuation & Litigation Briefing / Litigation & Valuation Report
Price: $225.00, Subscriber Price: $157.50
Word count: 844
Abstract: The Fifth District Court of Appeals of California recently addressed the valuation of a closely held business in connection with a divorce. Notably, the court valued the wife’s 50% interest pursuant to the valuation provisions of a buy-sell agreement rather than the state’s family code. This article explains why the appellate court rejected a discount for taxes that weren’t “immediate and specific,” but allowed a discount for lack of marketability. Harvey v. Harvey, No. F078166, Court of Appeals of California, Fifth District (December 16, 2021).
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How business valuation pros can help when M&A talks stall
May / June 2022
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 443
Abstract: A business valuation professional can help M&A parties work through their differences and eventually agree on a price. This article explains four ways that a valuator can help parties crunch the numbers and, ultimately, bridge the gap between the seller’s asking price and the buyer’s offer.
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Estate of Collins v. Tabs Motors of Valley Stream Corp. – Fixed-value provisions in buy-sell agreements need regular updates
May / June 2022
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 535
Abstract: Buy-sell agreements are a critical tool for closely held businesses, and their valuation provisions play a significant role in how the agreements will play out when triggered. This article summarizes a recent New York case that teaches a valuable lesson about the importance of updating fixed-value provisions of buy-sell agreements — or choosing more prudent, alternate valuation methods. Estate of Collins v. Tabs Motors of Valley Stream Corp., No. 160529/2019 (N.Y. Sup. Ct. Dec. 15, 2021).
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Revealing and exorcising ghosts from the payroll record
May / June 2022
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 630
Abstract: A phantom employee is someone who’s on a company’s payroll but doesn’t actually work for the company. This article explains the warning signs and tips to help businesses remove these ghosts from their books.
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Goodwill in divorce: Personal or enterprise?
May / June 2022
Newsletter: Advocate's Edge / Litigation Support
Price: $225.00, Subscriber Price: $157.50
Word count: 898
Abstract: The handling of goodwill in divorce cases varies depending on the jurisdiction and case facts. This article summarizes a recent Tennessee Court of Appeals decision that provides an overview of the factors used to differentiate between personal and enterprise goodwill. A sidebar shows that it’s important to check your math when allocating nonbusiness marital assets. Cela v. Cela, No. 019-01861-COA-R3-C (Tenn. App. July 30, 2021).