This presentation was delivered on October 21, 2014, by Robert Reilly, a managing director of the firm, to the National Association of Property Tax Representatives—Transportation Energy Communications Conference in Dallas, Texas.
Robert’s presentation explored the topic of what is and what is not an intangible asset. He discussed various reasons for valuing intangible assets. Robert focused his discussion on the cost approach to intangible asset valuation. He explored the various methods and procedures within the cost approach and presented an example of a cost approach analysis of a trained and assembled workforce asset.
"Relief for Oppressed Minority Shareholders in Texas”
By Samuel S. Nicholls, a senior associate in our Atlanta office, published in the June 8, 2015, issue of In-House Texas
, a monthly journal published by Texas Lawyer and ALM. This article is reprinted with the publisher's permission.
Sam’s article explores a recent Texas Supreme Court decision, Cardiac Perfusion Services v. Hughes. In this matter, the absence of a shareholder oppression statute in Texas required the litigants to pursue a legal claim—the Texas receivership statute. The language of that statute does not define “oppression,” and the legislative intent of that statute appears to have been to remedy instances of extreme mismanagement or criminal activity. Relief under a breach of fiduciary duty claim was not available because neither a formal nor informal fiduciary relationship could be established. Although relief may have been justified in the interest of fairness and supported through common law, as were the opinions of the trial and appellate courts in these matters, the Texas Supreme Court relied on the state statute. In the absence of clear language within the Texas receivership statute supporting the allegedly oppressed minority shareholders, the Texas Supreme Court had no choice but to interpret legislative intent, and to remand.
Best Practices in Dealing with Disputes and Litigation in a Limited Liability Company in 2015
Shawn Fox, a managing director in our Chicago office, participated in a webinar on this topic. Shawn’s co-presenters were Aliette DelPozo Rodz of Shutts & Bowel and Margaret L. Watson of McElroy Deutsch Mulvaney & Carpenter. The webinar was held on June 22, 2015, and was sponsored by The Knowledge Group.
LLC litigation is among the most complex and can have far-reaching consequences. It is important that LLC owners have a well-drafted operating agreement and membership agreements to help avoid such litigation. The webinar covered such topics as LLC operating agreements, alternative dispute resolution, tax requirements and regulations, and the importance of addressing deadlock scenarios and dissolution. Shawn’s portion of the discussion explored calculating damages in member disputes involving breach of fiduciary duty, calculating damages for unjust enrichment and benefit of the bargain, and the pass-through entity premium.
Valuation and Allocation of Intangible Assets in Healthcare Industry Properties
Robert Reilly, a managing director of our firm, delivered a presentation on this topic at the 2015 Healthcare Seminar held on May 1, 2015, in Nashville. The program was sponsored by the Institute for Professionals in Taxation.
Robert’s presentation explored the common reasons to value health care intangible assets. He discussed the generally accepted valuation approaches and methods. Robert also discussed the methods for extracting intangible asset value from the overall property value. Illustrative examples are included in the presentation
"Establishing Defensible Trademark Royalty Rates for Transfer Pricing Analysis”
By John Ramirez, a senior associate in our Portland office, published in the May/June 2015 issue of Valuation Strategies, a bimonthly journal published by Warren Gorham & Lamont. This article is reprinted with the publisher's permission.
In recent years, the Internal Revenue Service has increased its scrutiny of intangible property transfer price arrangements. John discusses Internal Revenue Code Section 482 and the arm’s-length pricing standard. He examines the methods and procedures used to estimate trademark royalty rates for transfer pricing purposes.
Business Valuation in a Divorce Setting
Charles Wilhoite, a managing director in our Portland office, delivered a joint presentation (with attorney Gary Zimmer) on this topic at a conference on Representing Family and Closely Held Businesses on April 17, 2015. The program was sponsored by Oregon Law Institute.
Charles and Gary’s presentation explored the various standards of value used in divorce cases. They went on to discuss the generally accepted valuation approaches. Various intangible asset issues common in divorce engagements were discussed. These include the issue of enterprise versus personal goodwill and the topic of “double dipping.”
Valuation and Allocation of Intangible Assets for Property Tax Compliance and Appeal Purposes
Robert Reilly, a managing director of our firm, presented a webinar on this topic on April 7, 2015. The webinar was sponsored by Business Valuation Resources.
Robert’s webinar explored the various types of intangible assets and common reasons why analysts are asked to value intangible assets. He then described and illustrated generally accepted approaches and methods for valuing intangible assets. The webinar also focused on the valuation and extraction of intangible assets for property tax purposes. Illustrative examples are included in this webinar.
Intellectual Property and Insolvency Issues: Valuation of Intellectual Property within a Bankruptcy Context
Robert Reilly, a managing director of our firm, participated in a panel discussion at the 39th Annual Alexander L. Paskay Memorial Bankruptcy Seminar, sponsored by the American Bankruptcy Institute. The Paskay Seminar was held March 5–6, 2015, in Tampa, Florida.
Robert’s presentation explored the various types of intellectual property assets and common reasons why analysts are asked to value intellectual property. He then described and illustrated generally accepted approaches and methods for valuing intellectual property. Robert also provided common data sources and due diligence procedures related to an intellectual property valuation.
"The Valuation of Trademark-Related Intangible Property”
By John E. Elmore, a manager in our Atlanta office, published in the March 12, 2015, issue of QuickRead, a publication of the National Association of Certified Valuators and Analysts.
John’s article describes the valuation of trademarks within the context of both financial accounting and income tax accounting (in particular, tax-related intercompany transfer pricing). The article summarizes the generally accepted trademark analysis approaches and methods. John presents three examples, illustrating the three approaches to value (income, market, and asset-based). To read John’s article:
"Quantifying the Private Company Discount: Multiples Approach and Acquisition Approach Seller Representations in Acquisition Agreements”
By Kevin Zanni, a manager in our Chicago office, published in the January 2015 issue of Business Valuation Alert
, a monthly journal published by Wolters Kluwer. This article is reprinted with the publisher's permission.
For many years, analysts have used restricted stock studies and pre-IPO studies to develop the valuation discount for lack of marketability. Kevin discusses the use of private company discount studies to develop the discount for lack of marketability in the valuation of a closely held company. He explores two main methods for estimating a marketability discount from private company data: the multiples method and the acquisition method.
"Seller Representations in Acquisition Agreements”
By John Ramirez, a senior associate in our Portland office, Aaron Rotkowski, a manager in our Portland office, and Irina Borushko, an associate in our Portland office, published in the January/February 2015 issue of Valuation Strategies
, a bimonthly journal published by Warren Gorham & Lamont. This article is reprinted with the publisher's permission.
The authors examine this infrequently discussed, but important, component of nearly every merger and acquisition transaction. the various reasons to value intellectual property. They discuss the purpose of such representations. They also review the effect of seller misrepresentations on the purchase price.
Valuation and Allocation of Intangible Assets—Methodology
Robert F. Reilly, a managing director of our firm, delivered a webinar on this topic. The webinar was sponsored by the Institute for Professionals in Taxation.
Robert’s presentation explored the identification of intangible assets. He discussed the various reasons that intangible assets are valued and examined the various approaches and methods for such valuation. Robert also discussed methodology for extracting intangible asset value from the total property value in an ad valorem property tax engagement.
"Current Perspectives on ESOP Valuation and Enforcement”
By Frank (Chip) Brown, a managing director of our firm; Justin Nielsen and Steve Whittington, managers in our firm; and Paul Enockson of Enockson Law, LLC, published this NCEO Issue Brief in the December 2014. The National Center for Employee Ownership (NCEO) issues these Issue Briefs from time to time. The brief is available for purchase ($15 for members, $25 for nonmembers) on their website at http://www.nceo.org/Current-Perspectives-ESOP-Valuation-Enforcement/pub.php/id/729/See More
This Issue Brief contains the following articles: “Q&A with Tim Hauser of the Department of Labor” by Chip Brown; “Development and Application of Company Management-Prepared Projections in an ESOP Valuation” by Justin Nielsen and Chip Brown; “Crossfire: The Debate over the Consideration of the Fair Market Value of Seller Notes Used to Pay for Sponsor Company Stock” by Chip Brown and Steve Whittington; and “Best Practices for an ESOP Trustee that Inherits Litigation” by Paul Enockson.
"Current Perspectives on ESOP Valuation and Enforcement”
"Goodwill Valuation for Transaction Pricing and Structuring Purposes”
By Robert Reilly, a managing director of our firm, published in the December 2014 issue of Transaction Advisors
, a monthly journal available at www.transactionadvisors.com. An extensive abstract of the article is available at https://www.transactionadvisors.com/insights/goodwill-valuation-transaction-pricing-and-structuring-purposesSee More
. Subscribers may access the full text of the article.
Robert provides a comprehensive discussion and analysis of goodwill valuation, including the reasons why advisors are asked to value goodwill, as well as the types and attributes of business goodwill and personal goodwill. The article further compares the residual and income interpretations of goodwill; the three types of goodwill; how different goodwill types are valued; and goodwill valuation approaches and methods. Robert’s article concludes with a summary of the common internal and external data sources that advisors may consider in the goodwill valuation, primarily relating to the sale of goodwill within the context of a business merger or acquisition, as well as a fully developed goodwill valuation example..
It’s a New World for ESOPs: The DOL/Great Banc Fiduciary Process Agreement and Recent Court Decisions
Frank “Chip” Brown, a managing director in our Atlanta office, participated in this panel presentation, which was part of a webinar held on October 28, 2014, sponsored by the American Bar Association Joint Committee on Employee Benefits.
Chip’s panel presentation gave a brief history of ERISA and explored the topic of valuation in ESOP cases. The presentation discussed the criteria for selecting an ESOP valuation adviser. It explored various methods and approaches for the valuation of ESOP-owned stock. Finally, several recent court cases were discussed.