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PART I State of the Profession, the Engagement,
and the Basic Theory 1
1. Business Valuation Standards and Credentials 3
Growing Consensus on Business Valuation Standards. The Appraisal
Foundation. Background and Organization. Uniform Standards of
Professional Appraisal Practice. Standards Published by Business Valuation
Professional Organizations. Other Organizations That Have Offered
Guidance on Business Valuation Issues. Internal Revenue Service.
Department of Labor. Association for Investment Management and
Research. The ESOP Association. Recognition of Professional Standards
by Courts. International Acceptance of U.S. Standards and Practices.
Professional Organizations Offering Accreditation in Business Valuation.
American Society of Appraisers. Institute of Business Appraisers. National
Association of Certified Valuation Analysts. American Institute of Certified
Public Accountants. The Canadian Institute of Chartered Business Valuators.
Summary. Bibliography.
2. Defining the Assignment 29
Basic Elements of the Valuation Assignment. Definition of Who Offered and
Who Accepted the Assignment. Description of the Legal Interest or Interests
to Be Appraised. Description of the Business Entity. Description of the
Specific Business Interest. Interests Other than Direct Fee Simple
Ownership. Description of the Specific Ownership Interest Characteristics.
Control versus Minority. Degree of Marketability. Valuation Date. Purpose
of the Appraisal. Standards of Value. Fair Market Value. Investment Value.
Intrinsic or Fundamental Value. Fair Value under State Statutes. Fair
Value for Financial Reporting. Going-Concern versus Liquidation Premise
of Value. Sources of Guidance as to Applicable Standards and Premises of
Value. Form of the Work Product. Scheduling. Fee Arrangements. Summary.
3. Business Valuation Theory and Principles 55
Generally Accepted Theory. Reliance on Projected versus Historical
Benefits. Basic Variables Affecting Value. Impact of Risk on Value.
Accepted Business Valuation Approaches and Methods. Background and
Structure. Interrelationship of the Three Broad Approaches. Impact of
Controlling versus Noncontrolling Ownership Interest. Impact of
Marketability. Distinction between Discount for Lack of Control and
Discount for Lack of Marketability. Other Qualitative Factors Affecting
Value. Matching the Valuation Methodology with the Standard and Premises
of Value. Sum of Parts Not Necessarily Equal to Whole. Summary of
Business Valuation Principles. Bibliography.
vii
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viii Contents
PART II Gathering and Analyzing Data 73
4. Gathering Company Data 75
Generalized Company Information Checklist. Financial Statements.
Relevant Time Period. Levels of Financial Statement Preparation. Impact
of Enterprise Legal Structure. Federal Tax Returns. Interim Statements.
Other Financial Schedules. Current Assets and Liabilities. Plant and
Equipment. Officers’ and Directors’ Compensation Schedule. Distribution
of Ownership. Dividend or Partnership Withdrawal Schedule. Schedule of
Key Person Life Insurance. Off-Balance Sheet Assets or Liabilities. Related
Party Transaction Information. Operating Information. Company History.
Brochures, Catalogs, Web Sites, and Price Lists. Key Personnel. Customer
and Supplier Base. Contractual Agreements and Obligations. Industry and
Trade Association Information. List of Past Transactions in the Stock or
Offers to Buy. Budgets and Forecasts. Capital Requirements. Capital
Expenditures. Deferred Maintenance. Working Capital Requirements.
Company Documents Relating to the Rights of Owners. Corporate or
Partnership Records. Buy-Sell and Employee Stock Ownership Plan
Agreements. Employment and Noncompete Agreements. Summary
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