It is not uncommon for the valuation of a privately-held business to be one of the central issues in a litigation matter, such as a shareholder dispute or a family law matter. When this is the case, the attorneys representing the parties to the dispute will need to be on the lookout for litigation landmines.
Recently, an attorney we were assisting on a family law matter in Virginia was provided a valuation report of a business in which his client’s spouse had a non-controlling ownership interest. Opposing counsel wanted the parties to stipulate to the value set forth in this valuation report. The attorney forwarded the report and asked us to give him our thoughts. After reading the first few pages of the report, we quickly realized that using the value stated in this report might cause the marital estate to be significantly undervalued.
Our immediate concerns had to do with the purpose of the valuation and the standard of value. The purpose of a valuation will often dictate the standard of value. For example, estate and gift tax returns are required to be based on a Fair Market Value standard, while valuations done for GAAP purposes are generally required to be on a Fair Value standard. The report provided by opposing counsel was prepared under the Fair Market Value standard in connection with a gift tax return.
In this case the litigation was based in Virginia, so the applicable standard of value was Intrinsic Value. The valuation report from opposing counsel included a discount for lack of marketability of 30% (not uncommon with a fair market valuation of a non-controlling ownership interest). This type of discount is typically not applicable under the Intrinsic Value standard. After we communicated our aforementioned concerns to the attorney, the stipulation was not agreed to. Fast-forwarding a bit … a new valuation was prepared on an Intrinsic Value basis, which the parties used to reach a settlement agreement that reflected a substantially higher value with respect to the interest in the company. Landmine avoided!
Navigating and deciphering a valuation report can be tricky business. Identifying the proper standard of value is only one of many issues to be addressed. To learn more about how Aronson’s Financial Advisory Services team helps attorneys untangle complex financial disputes and conduct accounting investigations, contact Will Kunz at 301.222.8216 or email@example.com.
|Understanding the value of a small business is critical for owners. Yet many business owners consider value simply from a balance sheet perspective, assuming the reported level of net assets approximates the value of the business. While the reported net assets could be a meaningful value proxy for certain businesses in certain situations, more often than not this is not the case. Why? Because for a typical small business, intangible assets will not be reflected on the balance sheet.|
|The presence of one or more intangible assets in a business, such as the examples shown to the right, often result in enhanced earnings and cash flows, which can raise the value of the business over and above the reported level of net assets owned by the business. This additional value can be quantified by reconciling the difference in enterprise value determined under the Income and/or Market Approaches with the value of net assets under the Asset Approach.
Many owners take a reactive approach to valuing their small business, choosing to address valuation only when in dire need, such as a dispute or withdrawal from the business. However, by proactively addressing questions of valuation, small business owners have the opportunity to use valuation as a planning tool and long-term safeguard.
Want to know the value of your small business? Or gain an understanding of what drives its value? Consult a CPA with Accredited in Business Valuation Credentials, who can offer insight and opportunity tailored to your situation.
|Aronson LLC’s Financial Advisory Services team assists small businesses in a variety of industries with valuation and M&A-related services. To learn more click here, or contact Steve Purdy or Bill Foote at 301.231.6200.|