Fairness opinions are a fact of life in transactions involving public companies. There is a consensus that the fairness opinion is a powerful tool in protecting boards of directors from liability related to a transaction. For a public company, a board of directors’ careful consideration of an independent fairness opinion can be the strongest protection against accusations of, and liability for, fiduciary failure. But, why do privately held companies need a fairness opinion?
Change is hard to initiate even when we know the results will be better for us. This is true when there are signs that our ESOP valuation firm is no longer providing the necessary professional assistance. Our reluctance fades however, if warning signs begin pointing to increased risks for our company.
Late last year Congress passed the final version of the Tax Cuts and Jobs Act of 2017. Although the plan does not alter ESOP legislation, there are some indirect effects on ESOPs. Some of the changes will impact the valuations of ESOP-owned companies.
The measurement of goodwill and subsequent tests for impairment under purchase accounting rules is complicated and sometimes a source of controversy between companies and their auditors and advisors. Fortunately, the Financial Accounting Standards Board (FASB) has come to understand that the cost of the rigorous analysis required does not meet the cost/benefit constraint that lies at the heart of accounting rules. Earlier this year FASB issued revised guidance for goodwill impairment testing designed to make the entire process more straightforward and economical.
Death, taxes – even divorce – are some of the more sobering circumstances that underscore the need for an independent valuation. Even when the motivation is more upbeat – such as a qualified buyer with a serious offer – the existence of an independent appraisal can provide the parties with a sense of reliability.
You have determined you need a business valuation, and now you would like to know what to expect during the process.
PCE, a leading investment banking, valuation, ESOP and advisory services firm for middle-market companies, has been named a finalist in the Valuation Firm of the Year category for the 15th Annual M&A Advisory Awards.
RUN, DON’T WALK. Go see your estate planner NOW!
On August 2nd, the Treasury issued proposed regulations that will drastically change estate planning. If you have, or anticipate having, a taxable estate, you should visit your estate planner as quickly as possible to determine the possible financial impact.