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 interests. 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.
- 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
The panel will review these and other key issues:
- How should counsel assist in determining the value methodology in corporate governance documents and/or 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 out away from other assets in determining value?
Holland & Knight
Mr. Berselli is a partner in Holland & Knight's Portland office and is a member of the firm's Private... | Read More
Mr. Berselli is a partner in Holland & Knight's Portland office and is a member of the firm's Private Wealth Services Practice Group. He serves as general counsel to wealthy individuals, their families and their businesses throughout the United States to design and implement sophisticated strategies integral to family wealth planning. High-net-worth individuals, including principals of private equity, venture capital and hedge fund firms, private and public company executives, real estate developers, entrepreneurs and business owners, turn to Mr. Berselli for advice and counsel in all aspects of wealth transfer strategies, income and transfer tax planning, philanthropy and business succession.Close
Heidi A. Nadel
Holland & Knight
With two decades of sophisticated and diverse trial and appellate experience, Ms. Nadel concentrates her practice on... | Read More
With two decades of sophisticated and diverse trial and appellate experience, Ms. Nadel concentrates her practice on civil litigation across a broad spectrum of areas, with a focus on complex commercial and other business disputes, closely-held business and governance litigation, intellectual property, and civil rights litigation, and appeals in all areas of the law. She has represented individual and business clients in federal and state courts, before regulatory commissions and before state administrative tribunals, and in Tribal Court in a wide range of matters. She is often called upon to lead high stakes litigation and bet-the-company cases involving complex factual and legal issues.Close