Standards of Value
Theory and Applications
1st Edition
Published on 10. November 2006
Book
Hardback
368 pages
978-0-471-69483-0 (ISBN)
Description
Three leading valuation practitionersprovide expert guidance on interpretingand applying standards of value
When it comes to business valuation, the appraisal process can be filled with ambiguities. Numerous standards can apply, each one appropriate under various circumstances, including the purpose of the appraisal, the appraisal user, and the legal arena in which the appraisal is performed. Written by three expert valuation practitioners, Standards of Value helps professionals understand the underlying intricacies involved in determining "value."
An indispensable reference for judges, lawyers, and valuation practitioners, this provocative guide addresses common standards of value as applied in four distinct contexts: estate and gift taxation, financial reporting, shareholder dissent and oppression, and divorce. Covering the underlying assumption in many of the prominent standards of value, including fair market value, investment value, and fair value, Standards of Value explores:
* FASB and AICPA accounting and auditing standards, statutory changes, and case law updates
* How a standard of value sets the appraisal process in motion
* A review of court cases from the valuator's perspective
* Interpretations of each standard of value and its practical applications
* The many reasons why a standard of value previously used in court cases may not apply across all cases
* Why fair value is subject to wider interpretation than fair market value
* The development of fair value as a standard of value in both shareholder dissent and oppression
Laying the groundwork for discussion and further research, Standards of Value provides a comprehensive, state-by-state analysis of standards of value.
When it comes to business valuation, the appraisal process can be filled with ambiguities. Numerous standards can apply, each one appropriate under various circumstances, including the purpose of the appraisal, the appraisal user, and the legal arena in which the appraisal is performed. Written by three expert valuation practitioners, Standards of Value helps professionals understand the underlying intricacies involved in determining "value."
An indispensable reference for judges, lawyers, and valuation practitioners, this provocative guide addresses common standards of value as applied in four distinct contexts: estate and gift taxation, financial reporting, shareholder dissent and oppression, and divorce. Covering the underlying assumption in many of the prominent standards of value, including fair market value, investment value, and fair value, Standards of Value explores:
* FASB and AICPA accounting and auditing standards, statutory changes, and case law updates
* How a standard of value sets the appraisal process in motion
* A review of court cases from the valuator's perspective
* Interpretations of each standard of value and its practical applications
* The many reasons why a standard of value previously used in court cases may not apply across all cases
* Why fair value is subject to wider interpretation than fair market value
* The development of fair value as a standard of value in both shareholder dissent and oppression
Laying the groundwork for discussion and further research, Standards of Value provides a comprehensive, state-by-state analysis of standards of value.
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Persons
JAY E. FISHMAN, FASA, CBA, is coauthor or contributing author of seven professional books. He is a managing director of Financial Research Associates, a regional business valuation and forensic accounting firm. He has conducted hundreds of business valuations, has qualified as an expert witness, and has provided testimony in several federal and state courts.
SHANNON P. PRATT is a renowned leader in the field and author of several industry-standard books. Over a distinguished career of more than three decades, he has performed valuation engagements for M&A, ESOPs, and numerous other purposes. Mr. Pratt is a founder and managing director of Willamette Management Associates and Editor in Chief of Shannon Pratt's Business Valuation Update newsletter.
WILLIAM J. MORRISON, CPA, ABV, is President of Morrison & Company and is frequently appointed by the courts as a valuation expert. He has published articles on forensic accounting and valuation. He is a former FBI agent and has conducted thousands of forensic accounting investigations and business valuations of closely held companies.
SHANNON P. PRATT is a renowned leader in the field and author of several industry-standard books. Over a distinguished career of more than three decades, he has performed valuation engagements for M&A, ESOPs, and numerous other purposes. Mr. Pratt is a founder and managing director of Willamette Management Associates and Editor in Chief of Shannon Pratt's Business Valuation Update newsletter.
WILLIAM J. MORRISON, CPA, ABV, is President of Morrison & Company and is frequently appointed by the courts as a valuation expert. He has published articles on forensic accounting and valuation. He is a former FBI agent and has conducted thousands of forensic accounting investigations and business valuations of closely held companies.
Content
Acknowledgments.
Foreword.
Preface.
Introduction: Standards of Value.
1 Common Standards and Premises of Value.
Common Standards and Premises.
Price, Value, and Cost.
Defining a Standard of Value.
Premises of Value.
Common Standards of Value.
Fair Market Value.
Fair Value.
Investment Value.
Intrinsic Value.
Book Value.
Common Operational Premises Underlying the Standard of Value.
Going Concern.
Liquidation Value.
Other Issues.
Fair Value in Alternate Contexts.
Fair Market Value in Alternate Contexts.
Standards of Value in the International Context.
Summary.
2 Fair Market Value in Estate and Gift Tax.
Introduction.
Common Definitions of Fair Market Value.
History of Fair Market Value.
Elements of Fair Market Value.
Price at Which a Property Would Change Hands.
Willing Buyer.
Willing Seller.
No Compulsion to Buy or Sell.
Reasonable Knowledge of Relevant Facts.
Common Discounts.
Summary.
3 Fair Value in Shareholder Dissent and Oppression.
Introduction.
Fair Value.
Early References to Fair Value.
Fair Value as Defined by Various Authorities and Statutes.
Dissenterâ?(tm)s Rights.
Overview and History.
Growth in Popularity of the Appraisal Remedy.
Context of Modern Appraisal Rights.
Oppression Remedy.
Development of Oppression Remedy.
Alternative Remedies.
Context of Oppression Remedy.
Freeze-Outs and Squeeze-Oouts.
Recognizing Oppression.
Reasonable Expectations.
Breach of Fiduciary Duty.
Heavy-Handed and Arbitrary or Overbearing Conduct.
Standard of Value in the 50 States.
Breaking Down the Components of Fair Value.
Before the Effectuation of the Corporate Action to Which the Shareholder Objects.
Excluding Any Appreciation or Depreciation in Anticipation of the Corporate Action Unless Exclusion Would Be Inequitable.
Current and Customary Valuation Techniques.
Discounts and Premiums.
Level of Value.
Other Shareholder Level Discounts.
Entity-Level Discounts.
Control Premiums.
Extraordinary Circumstances.
Equitable Adjustments.
Delawareâ?(tm)s Entire Fairness.
Consideration of Wrongdoing in Calculating Fair Value.
Discounts Used as an â??Equitable Adjustmentâ??.
Damage Claims.
Fair Value and the Minority Shareholder.
Summary.
4 Standards of Value in Divorce.
Introduction.
Marital Property: General Background and History.
Identification of Marital Property and Separate Property.
Relationship between Valuation and Identification of Intangible Assets.
Appreciation on Separate Property.
Premises and Standards of Value in Divorce.
Premises of Value.
Standards of Value.
Premises of Value Revealed through the Valuation of Insurance Agencies.
Concepts of Value under the Two Premises.
Standards of Value in Divorce among the 50 States.
Lack of Statutory Insight.
Revealing Standard of Value through Case Law.
Toward a Standard of Value Classification System.
Value in Exchange.
Goodwill.
Lack of Control and Marketability Discounts under Value in Exchange.
Buy-Sell Agreements under Value in Exchange.
Value to the Holder.
Goodwill.
Shareholder Level Discounts under the Value to the Holder Premise.
Buy-Sell Agreements under Value to the Holder.
Summary.
5 Fair Value in Financial Reporting.
Introduction.
Fair Value in Financial Reporting: What Is It?
History of Fair Value in U.S. Accounting Literature.
Application of the Fair Value Standard to Business Combinations.
Application of the Fair Value Standard to Asset Impairment Tests.
Interpretation of Fair Value Compared to Other Standards of Value.
Fair Value in Financial Reporting versus Fair Value in Dissentersâ?(tm) Rights Cases.
Fair Value in Financial Reporting versus Investment Value.
Fair Value in Financial Reporting versus Fair Market Value.
Audit Issues.
Summary.
Sources of Information.
Appendix A International Business Valuation Standards.
Appendix B Fair Value in Dissent and Oppression Chart.
Appendix C Standard of Value Divorce Chart.
Foreword.
Preface.
Introduction: Standards of Value.
1 Common Standards and Premises of Value.
Common Standards and Premises.
Price, Value, and Cost.
Defining a Standard of Value.
Premises of Value.
Common Standards of Value.
Fair Market Value.
Fair Value.
Investment Value.
Intrinsic Value.
Book Value.
Common Operational Premises Underlying the Standard of Value.
Going Concern.
Liquidation Value.
Other Issues.
Fair Value in Alternate Contexts.
Fair Market Value in Alternate Contexts.
Standards of Value in the International Context.
Summary.
2 Fair Market Value in Estate and Gift Tax.
Introduction.
Common Definitions of Fair Market Value.
History of Fair Market Value.
Elements of Fair Market Value.
Price at Which a Property Would Change Hands.
Willing Buyer.
Willing Seller.
No Compulsion to Buy or Sell.
Reasonable Knowledge of Relevant Facts.
Common Discounts.
Summary.
3 Fair Value in Shareholder Dissent and Oppression.
Introduction.
Fair Value.
Early References to Fair Value.
Fair Value as Defined by Various Authorities and Statutes.
Dissenterâ?(tm)s Rights.
Overview and History.
Growth in Popularity of the Appraisal Remedy.
Context of Modern Appraisal Rights.
Oppression Remedy.
Development of Oppression Remedy.
Alternative Remedies.
Context of Oppression Remedy.
Freeze-Outs and Squeeze-Oouts.
Recognizing Oppression.
Reasonable Expectations.
Breach of Fiduciary Duty.
Heavy-Handed and Arbitrary or Overbearing Conduct.
Standard of Value in the 50 States.
Breaking Down the Components of Fair Value.
Before the Effectuation of the Corporate Action to Which the Shareholder Objects.
Excluding Any Appreciation or Depreciation in Anticipation of the Corporate Action Unless Exclusion Would Be Inequitable.
Current and Customary Valuation Techniques.
Discounts and Premiums.
Level of Value.
Other Shareholder Level Discounts.
Entity-Level Discounts.
Control Premiums.
Extraordinary Circumstances.
Equitable Adjustments.
Delawareâ?(tm)s Entire Fairness.
Consideration of Wrongdoing in Calculating Fair Value.
Discounts Used as an â??Equitable Adjustmentâ??.
Damage Claims.
Fair Value and the Minority Shareholder.
Summary.
4 Standards of Value in Divorce.
Introduction.
Marital Property: General Background and History.
Identification of Marital Property and Separate Property.
Relationship between Valuation and Identification of Intangible Assets.
Appreciation on Separate Property.
Premises and Standards of Value in Divorce.
Premises of Value.
Standards of Value.
Premises of Value Revealed through the Valuation of Insurance Agencies.
Concepts of Value under the Two Premises.
Standards of Value in Divorce among the 50 States.
Lack of Statutory Insight.
Revealing Standard of Value through Case Law.
Toward a Standard of Value Classification System.
Value in Exchange.
Goodwill.
Lack of Control and Marketability Discounts under Value in Exchange.
Buy-Sell Agreements under Value in Exchange.
Value to the Holder.
Goodwill.
Shareholder Level Discounts under the Value to the Holder Premise.
Buy-Sell Agreements under Value to the Holder.
Summary.
5 Fair Value in Financial Reporting.
Introduction.
Fair Value in Financial Reporting: What Is It?
History of Fair Value in U.S. Accounting Literature.
Application of the Fair Value Standard to Business Combinations.
Application of the Fair Value Standard to Asset Impairment Tests.
Interpretation of Fair Value Compared to Other Standards of Value.
Fair Value in Financial Reporting versus Fair Value in Dissentersâ?(tm) Rights Cases.
Fair Value in Financial Reporting versus Investment Value.
Fair Value in Financial Reporting versus Fair Market Value.
Audit Issues.
Summary.
Sources of Information.
Appendix A International Business Valuation Standards.
Appendix B Fair Value in Dissent and Oppression Chart.
Appendix C Standard of Value Divorce Chart.