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 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?
David C. Jacobson
Meltzer Lippe Goldstein & Breitstone
Mr. Jacobson's practice encompasses all aspects of estate planning and has considerable expertise in minimizing the... | Read More
Mr. Jacobson's practice encompasses all aspects of estate planning and has considerable expertise in minimizing the impact of transfer taxes upon the death of senior family members. He specializes in the structuring and implementation of sophisticated estate plans for both U.S. residents and non-residents. He also counsels individuals on sophisticated charitable giving techniques. His tax-exempt organizations practice includes the representation of public charities and private foundations, from formation through dissolution, monitoring compliance with state and federal regulations, and advising on administrative matters with particular emphasis on grant-making activities. He also advises on all aspects of complex estate and trust administration.Close
Todd G. Povlich, CFA, ASA
Mr. Povlich has determined the value of closely held securities of companies and partnerships in many industries for a... | Read More
Mr. Povlich has determined the value of closely held securities of companies and partnerships in many industries for a variety of purposes, including estate and gift tax, income tax, matrimonial proceedings, Employee Stock Ownership Plans, corporate planning and restructuring, financial reporting, sale, merger, stock purchase plans and buy-sell agreements. He has prepared valuations of closely held operating companies, asset holding entities, as well as other securities such as undivided interests in real estate, closely held promissory notes and preferred stock. While his experience spans a variety of industries, Mr. Povlich specializes in the valuation of alternative investment management companies and carried interest. The valuation analyses and reports have been used for presentations to management, directors and stockholders of client companies, as well as to attorneys, accountants and other fiduciaries. Mr. Povlich is a member of the Board of Directors of Management Planning Inc.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