Drafting Valuation Provisions for Closely Held Businesses in Buy-Sell Agreements and Governance Documents
Methodologies and Adjustments: Accounting for Real Estate Assets, Goodwill
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will examine practical and legal issues in determining a closely held entity's value when facing a sale of a portion or the entire ownership interest. The panel will discuss the various forms of valuation methodology and how to incorporate these terms into governance documents and buy-sell agreements, as well as address future adjustments and the implications of valuing real estate and goodwill assets.
Outline
- Valuation methodology
- Net asset value
- The earnings approach
- Dividend-paying capacity
- The market approach
- Valuation adjustments
- Lack of marketability
- Minority interests
- Loss of a key person
- Built-in capital gain
- Buy-sell agreements and fixing value
- Attribution of value
- Real estate assets
- Goodwill as asset
Benefits
The panel will review these and other key issues:
- How should counsel assist in determining the value methodology in corporate governance documents and buy-sell agreements?
- When should value adjustments be made to corporate documents to reflect business growth?
- When should a buy-sell agreement address fixed value?
- How can counsel work with appraisers, accountants, and other professionals to determine or calculate business assets, including real estate and goodwill?
- When should real estate be spun away from other assets in determining value?
Faculty
Harold L. Deiters, III, CPA/ABV/CFF/CGMA, CFE, MAFF/CVA
Senior Managing Director
Empire Valuation Consultants
Mr. Deiters is a trained professional in preparing business valuations and performing forensic accounting. His... | Read More
Mr. Deiters is a trained professional in preparing business valuations and performing forensic accounting. His experience covers valuations for matrimonial and estate tax purposes, gift planning, shareholder disputes, economic damages and buy/sell agreements. He has extensive experience in tax return preparation, accounting and auditing both public and privately held companies, including manufacturing, wholesale and retail distribution, professional service organizations and not-for-profit organizations. In addition, Mr. Deiters has over eight years of accounting experience in the private sector. He is a frequent lecturer and former adjunct professor at St. Joseph’s College teaching principles of auditing.
Close
Matthew E. Rappaport, Esq., LL.M.
Vice Managing Partner
Falcon Rappaport & Berkman
Mr. Rappaport counsels clients on technical and complex tax issues. He works closely with closely held business owners,... | Read More
Mr. Rappaport counsels clients on technical and complex tax issues. He works closely with closely held business owners, real estate investors/developers, and high net worth families. He advises clients on a wide array of issues including, generational wealth transfer, family business succession, tax structuring of mergers, acquisitions and reorganizations of business entities, windfall planning for major liquidity events, tax provisions of operating agreements, 1031 Exchanges, conversion of investment real estate, and audits hinging on the outcome of a highly technical issue.
Close