NACVA and the IBA's 2009
Annual Consultants' Conference
Focus
Built on Little Brewster Island in Boston Harbor in 1716, Boston Light
was America's first lighthouse. Today it still flashes its 1.75 million
candlepower beacon every ten seconds, visible for 27 miles.
If you'd like this kind of career candlepower, Boston is the place to be
May 27-30, 2009 for NACVA and the IBA's 2009 Annual Consultants'
Conference. Your beacons for the latest information on topics that have
profound impact on your livelihood. Your guides to practical ideas and
procedures you can apply in your practice immediately.
Themed, "Valuation and Financial Forensics—Educate, Communicate,
Preserve," this is the premier multi-disciplinary superconference in
the valuation and financial forensics industry. Here's what's in store
for you at the Westin Boston Waterfront from both the IBA and NACVA:
Ten Tracks
With over 50 presentations by the guiding lights of their respective
disciplines:
Details
Keynote Speakers
If you are looking for what it
will take to thrive in today’s economy, this is a can't miss
program. Mel Abraham has come from a relative unknown to
building a national presence and reputation. In this dynamic (as
always) presentation, “Influence, Impact, and Income—Your
Recipe to Thrive in Today’s Economy,” Mel will reveal his
strategies, tactics, and tools for success in this business as
well as the psychology/mindset to implement them consistently to
assure your success.
Spectacular failures of corporate governance at Enron/WorldCom
lead to the enactment of the Sarbanes Oxley Act of 2002.
However, the unprecedented 2008 Wall Street financial crisis
requires a serious re-thinking of governance structures and
processes inspired by stakeholder theory and stewardship, and by
the triple bottom line consisting of economic, environmental,
and social sustainability. Dr. Sridhar Ramamoorti, ACA, CPA,
CITP, CIA, CFE, CFSA, CRP, CGAP, CGFM, CICA, FCPA, a core member
of the Grant Thornton authoring team for the newly released COSO
Guidance on Monitoring Internal Control Systems, will combine
insights from business and behavioral science disciplines to
cover the themes of governance, ethics, and accountability. He
will propose practical solutions to address the eroding trust in
capital markets globally and sound a clarion call for thought
leaders and practitioners to usher in a new era of enlightened
governance.
General Session
Industry Standards Update
A panel discussion led by two of the industry's leading people, Hanson and Kucik both have represented NACVA on the North American Business Valuation Standards Council, compares and contrast Industry Standards and its latest developments.
Mark A. Hanson, CPA/ABV, CVA
Mark Hanson is a shareholder of Schenck & Associates SC, located in Appleton, WI.. He has over 30 years of experience, including acting as trustee in bankruptcy in the investment, real estate, insurance, and construction industries. He has also served as an expert witness, conducted valuations on subjects ranging from shareholder disputes and divorce to wrongful discharge and business interruption claims.
Mark G. Kucik, CPA, CVA, CM&AA
Mark Kucik is founder of The Kucik Valuation Group, LLC, of Chicago, IL, specializing in business valuations of family owned and closely held securities for use in estate tax planning, financial statement reporting, estate tax returns, gift tax returns, buy/sell agreements, purchase/sale transactions, ESOPs, economic damages, and matrimonial and shareholder disputes.
Case Law Update
Federal Tax Valuation can be a complex process for professionals
as well as their clients. Numerous court cases have given the
industry guidance on tax valuation issues and assistance with
navigating the numerous minefields. This practical review of
court cases and valuation issues deals with various types of
clients and situations, providing guidance in resolving
valuation issues and maintaining compliance with tax code,
regulations, and court decisions. Valuators, CPA’s, Financial
Planners, Tax Planners, Attorneys, etc. dealing with wealth
preservation strategies either personally or on behalf of others
will benefit from attending this session.
Brandi L. Ruffalo, MBA, AVA, CMC
Brandi Ruffalo is president of The Business Development Company,
a valuation practice she has successfully built from the ground
up, and her work at BDC includes business valuations for estate,
divorce, investment, and M&A purposes. Her clients range from
small family owned businesses to large privately held entities.
ValuSource: Medical Practice
Benchmarking for Valuators: Understanding an Using the MGMA
Survey Data and Benchmarking Tools to Determine Fair
Compensation and Perform Financial Statement Benchmarks
To accurately value or consult with a medical practice, a
medical practice’s unique financial and operational dynamics
must to be understood. Medical Group Management Association’s (MGMA)
interactive survey CD products provide excellent information
both valuators and consultants rely on to benchmark these unique
dynamics including physician compensation and production and
practice financial performance.
David Fein
David Fein is the CEO and president of ValuSource, which for
over 20 years has been the leading provider of business
valuation software, data and report writers for CPA, M&A
professionals and business owners. For over 10 years, Mr. Fein
has partnered with the Medical Group Management Association (MGMA)
to develop the MGMA interactive survey CD’s which provide data
and benchmarking tools on physicians’ compensation and
production and practice costs. ValuSource has the data, tools
and training for anyone who needs to benchmark or value a
medical practice. Mr. Fein’s mission is to create
state-of-the-art technology to automate and standardize complex
financial analysis and reporting tasks. He has a bachelor’s
degree in computer science and an MBA.
ValuSource: IBA Market Data
Understanding and Using the Largest Transaction Database for
Privately Held Business Sales
An exceptional opportunity for business appraisers to learn more
about the market approach, transaction appraisal analysis, and
the direct market data method of valuing small to mid-size
businesses—this series of five one-hour presentations on the
Direct Market Data Method includes: (1) An introductory
presentation is followed by presentations on (2) summary and
applications of the DMDM, (3) choosing the applicable
performance measure and analyzing the transaction data, and (4)
calculating and revising the preliminary indication of value and
testing the final value estimate. The fifth presentation
presents a simple example of use of the Direct Market Data
Method.
J. Richard Claywell, CPA/ABV, CVA, CM&AA, CFFA
J. Richard Claywell, is the chief architect of Business
Valuation ProO (BVMPro) and its report writer, Business
Valuation Quality Control Editor (BVQ)O. BVMPro is a business
valuation software program marketed through the software
division of ValuSource. Richard has written for many
publications, including Business Today and The Texas Law
Reporter, has coauthored two books, Business Valuation
Strategies and Capitalization and Discount Rates: The Value of
Risk. Richard’s special areas of focus are in determining the
value for closely held companies and assisting business owners
in successfully exiting from their businesses. Richard has
valued companies for determining a sales price for
exit/succession planning, adequacy of life insurance, buy/sell
agreements, employee stock ownership plans, estate and gift,
family limited partnerships, determining goodwill, disruption of
business, dissenting shareholder actions, divorce, economic loss
and intellectual property.
Howard Lewis, ABAR, AVA
Howard A. Lewis is the Executive Director of the Institute of
Business Appraisers, the nation’s pioneer of business valuation.
In August of this year, Howard retired from the IRS where he was
the National Program Manager of the Engineering and Valuation
Program. At the IRS, Howard implemented the first business
valuation standards, focused on developing an experienced
professional cadre of accredited business appraisers and
modernized the Service’s training, accreditation and peer review
processes. At the IBA, Howard is working with the Institute’s
governors and leaders to improve member services, and enhance
IBA’s credentials.
ValuSource: Public Company
Data Plus the Guideline Analyzer: Solving the Challenges of a
Public Company Comparable Search
Get the public company data you need, faster and more cost
effectively than before. When you employ the Guideline Public
Company Method, you face two expensive challenges: First,
finding a source of public data that is complete and provided in
a standard financial statement format, and second, selecting
appropriate comparable companies (i.e., subject company). To
meet these challenges ValuSource’s web based Public Company Data
allows you to enter simple selection criteria to quickly and
easily obtain potential public company matches.
Dave Miles
Dave Miles has been the Business Valuation Manager at ValuSource
for over seven years. His duties include creating software that
utilizes the standards and common theory of business valuation.
The software has been available in different incarnations since
1984 and Dave was personally involved with, among others, the
release of BVM Pro 1.0, BVM Pro 2.0 and BVM Pro 4.0. He was also
integral to the report writers that interact with these
programs. Prior to joining ValuSource, Dave was the CFO of an 80
million dollar financial institution.
Mainstream Valuation
Discount for
Lack of
Marketability (Liquidity) Models: A Comparative Analysis
Discounts for lack of liquidity/marketability models are
emerging from being bench mark driven to empirically testable
and defensible estimators backed by data based computations. In
this process, new models are being introduced and a clearer
understanding of the underlying assumptions and limiting
conditions is emerging. This session is designed to place the DLOM/DLOL debate in its evolving context and introduce newer
techniques in usable format.
Ashok Abbott, MBA, PhD
Ashok Abbott is an Associate Professor of Finance at West
Virginia University in Morgantown, West Virginia. Professor
Abbott received his MBA in Finance at Virginia Polytechnic
Institute and State University (VPI&SU) in 1984, followed by a
Ph.D. in finance also at VPI&SU, in 1987. He has published
extensively in scholarly research journals and made
presentations at national and international conferences. He is
currently pursuing research in the areas of anticipated
valuation discounts related to market illiquidity, and
apportioning of active and passive appreciation in marital
estates. His training is in quantitative measures, hypothesis
testing, and event studies.
New Formulas for Terminal Value
That Overcome the WACC Problem
After using WACC as a discount rate, if you split firm’s cash
flows to debt and equity and compute respective IRR, you will
find that the equity IRR is less than the one used in WACC. This
means WACC causes overvaluation. This is a mathematical problem.
It arises because debt re-payment has priority; thus
invalidating the conventional constant WACC assumption. Is this
overvaluation an appraiser liability? For correct valuation one
should not use WACC, the Gordon Growth Model and the
capitalization method. What is the solution? This session will
explain the WACC problem in detail and will provide new formulas
for calculating the Terminal Value.
Mike Adhikari, MBA, CM&AA
Mike Adhikari has been an M&A advisor for over 20 years, serving
the lower middle market. His firm, Illinois Corporate
Investments, Inc., specializes in M&A, recaps, management
buyouts and turnarounds in variety of industries. He is the
developer of Business ValueXpress (BVX) valuation software,
which provides market-realistic valuation by correcting
discounting errors, eliminating the use of WACC and the Gordon
Growth Model, and by simultaneously satisfying multiple
requirements of buyer, seller, and capital markets.
Square Pegs in Round Holes: Adjusting Multiples From
Public Guidelines for Private Firms
Participants will learn the connections between the Income
Approach and the Market
Approach, and how those connections can be used with the Capital
Asset Pricing Model to adjust valuation multiples derived from
public guidelines. Such adjustments can be made for differences
in size, growth, and other items to make the multiples more
applicable to the private firm.
Don Drysdale, CPA/ABV
Don Drysdale is the managing member of Drysdale Valuation, PLLC,
with offices in Tucson, AZ and Centerville, UT. His professional
experience spans more than 20 years, with more than 13 years
conducting business valuations.
New Tools at Morningstar and New
Research Studies
Peer Group Picker Tool - A web-based valuation tool that
identifies "comps" (companies with similar characteristics);
creates custom peer groups/industries; and calculates custom
cost of equity, multiples, betas, and other financial ratios for
these custom peer groups/industries.
Ibbotson ® Custom Peer Group Builder – This is a web-based
valuation tool that identifies companies with similar
characteristics; creates custom peer groups/industries; and
calculates custom cost of equity, multiples, betas, and other
financial ratios for these custom peer groups.
Ibbotson ® Supply Side Equity Risk Premium Report: An online PDF
report offered as a supplement to the Ibbotson SBBI Valuation
Yearbook featuring size premia and industry premia calculated
using the "supply side" equity risk premium.
SBBI Valuation Yearbook: We have added alternative measures of
size including Roger Ibbotson’s liquidity based methodology
study.
Classic Yearbook: We have added a section on REITS, commodities
and alternative investment data. Roger Ibbotson’s liquidity
based methodology study is also included.
Distressed Companies: Using Morningstar's distance to default
calculation we have identified distressed companies and will use
that to remove them from portfolios. Then we will have a custom
set of return indexes based on market cap deciles.
James P. Harrington, MBA
James Harrington is the director of Business Valuation Research
in Morningstar's Individual Investor Unit. He heads up the team
that produces the widely used and cited Ibbotson SBBI Classic
and Valuation Yearbooks, Ibbotson Cost of Capital Yearbook, the
Ibbotson Beta Book, and various international and domestic cost
of capital reports.
Determining the Cost of
Capital—Practical Application and Reconciliation of Ibbotson and
Duff & Phelps Data
You have heard the competing theories and views on Ibbotson and
D&P data. Are you still confused on which one to use? Come hear
Hitchner present his practical and easily understandable
suggestion on how to apply both sets of data and reconcile the
results. He will discuss use of the data for both the Build Up
Model and the Modified CAPM.
James R. Hitchner, CPA/ABV, ASA
Jim is Managing Director of Financial Valuation Advisors,
President of The Financial Consulting Group and CEO of Valuation
Products & Services, which presents monthly webinars and
publishes the Financial Valuation and Litigation Expert journal
and the VPS Q&A www.valuationproducts.com . He is
editor/coauthor of the books Financial Valuation:
Applications and Models, 2nd edition, Financial Valuation
Workbook, 2nd edition, Valuation for Financial Reporting,
Fair Value Measurements and Reporting: Intangible Assets,
Goodwill, and Impairment, 2nd edition and the PPC Guide
To Business Valuations, 19th edition.
Who Says That Appraisers Agree on Everything?: Burning Issues
Within the Appraisal Industry
The vast majority of estate planners believe that there exists a
set of generally accepted appraisal principles and to which all
appraisers adhere. Unbeknownst to those estate planners, the
appraisal industry literature is replete with disagreements on
how to handle certain valuation issues. This presentation will
highlight a list of valuation issues of disagreement between
appraisers that affect tax valuations.
Paul Hood, JD, LLM
Paul Hood received a JD from Louisiana State University Law
Center in 1986 and a Master of Laws in Taxation from Georgetown
University Law Center in 1988. He is a Fellow in the American
College of Trust and Estate Counsel, and his articles have
appeared in a number of national publications.
Positive and Negative Indicators: Quantifying Your Ratio
Analysis and its Effect on Compliance Valuations
The ratio analysis section of your compliance valuation report
provides key indicators that can (and should) affect the outcome
of your selected valuation methodology. The impact of this
analysis needs to be documented and relayed to the user of the
report, similar to the tie in of your economic and industry
analysis to the Subject Interest. The effect that the positive
and negative indicators, noted in your ratio calculations and
comparison to industry/peer averages for financial performance,
will have is different for each approach – Income, Asset, and
Market. This effect, by the very nature of the approach, is
different, because the approaches may or may not account for
variances from a benchmark or the market to the Subject
Interest.
The following seven major measurements in your ratio and
comparative analysis should be carefully to determine other
adjustments you will make in the valuation process:
Asset Utilization
Operating Performance
Cash Flow
Liquidity
Capital Structure and Solvency
Return on Investment
Market Performance
This presentation will address how the analyst can
quantitatively tie their ratio analysis and peer comparison
section of the compliance valuation report directly to their
final opinion of value under each approach.
Lari B. Masten, CPA, CVA, ABV
Lari Masten has provided business valuation, purchase price
allocation, goodwill impairment testing, and economic damage
calculations for companies operating in a variety of industries,
including real estate development and management, manufacturing
and distribution processes, exploration and production of
natural resources, agriculture and related service sectors,
wholesale and retail sales, life sciences, and
personal/professional services. She has been qualified as an
expert witness, and her valuations and expert witness testimony
have been for purposes of lost profits, damages, marital
dissolution, buy-sell agreements, purchase/sale transactions,
goodwill impairment, estate and gift tax planning, and related
matters.
Progressive Valuation
The Butler Pinkerton ModelTM: Beyond the Basics
In nearly 3 years since the introduction of the Butler Pinkerton
ModelTM, the technique has been vetted to more than 1,500
appraisers. An unanticipated benefit has been to help focus
substantial attention on the relationship between cost of
capital models and the drivers of company specific risk. This
course examines which risk factors should be analyzed under
various circumstances to help appraisers avoid either ignoring
or double-counting risks—fatal flaws in contested appraisals.
Keith Pinkerton, CFA, ASA
Keith Pinkerton is director of Valuation Services at Hooper
Cornell. He has more than 14 years of financial management,
business valuation, and litigation support experience. A
substantial component of his experience has been related to
healthcare enterprises, working on projects related to
hospital-physician joint ventures, professional practice mergers
and acquisitions, Stark compliance, and healthcare litigation.
5 Mistakes Your Auditor
Made– How Valuation Professionals Can Overcome Inaccurate
Warrant and Option Proceed Allocations as Determine by Auditors
or other Parties Reviewing Their Work
Calculating whether derivatives are in or out of the money,
across a range of enterprise value estimates, is a highly
complex undertaking when more than one series of equity is
outstanding, such as Common and Series A. The expiration rights
to purchase, such as warrants, the manner in which those rights
can be executed, such as cashless versus cash exercise, and
literally thousands of other interrelated variables impact how
an enterprise value is properly allocated with respect to
proceeds from a hypothetical sale. This presentation describes
common pitfalls auditors fall into when trying to manually
calculate these outcomes, thereby falsely asserting that a
valuators breakpoints or options values are incorrect.
Lorenzo Carver, MS, MBA, CPA
Lorenzo Carver is the inventor of bpCentral's Carver Import
Algorithm, which enables importing financial reports in seconds,
without data tagging or manual data entry, and converting them
into interactive models anyone can use immediately. He has
developed over 200 strategic plans for information technology
and life sciences companies and participated in over $1 billion
in financing rounds as an advisor and planner.
Cost of Capital for
Distressed Companies
In the current economic environment the valuator’s task of
measuring risk and matching with appropriate rates of return
have become increasing difficult. We will discuss problems with
commonly used risk measurement tools (such as commonly used
sources for estimated betas). Given the rapidly changing
economic environment, this presentation will provide both a
recent historic perspective and up to date statistics. The
discussion will be based on a mini-case study.
Roger J. Grabowski, ASA
Roger J. Grabowski is a managing director of Duff & Phelps, LLC.
He was formerly a managing director of Standard & Poor's
Corporate Value Consulting practice, and he has directed
valuations of businesses, interests in businesses, intellectual
property, intangible assets, real property, and machinery and
equipment.
International Financial
Reporting Standards – Here They Come!
The FASB and IASB have agreed to a plan to reduce the
differences between U.S. GAAP and International Financial
Reporting Standards (IFRS). Our presentation will provide a
brief overview of IFRS principles, its current reach throughout
the world and the reasons for a move toward these standards. We
will also address key elements of the convergence process, from
the Norwalk Agreement to the recent SEC roadmap and other items
of interest. Currently, there are a number of U.S. GAAP and IFRS
standards that require fair value measurement. Our discussion
will address these standards, how they differ, and how they are
used by companies today.
William Menchero, CFE, CPA
William Menchero is the IFRS reporting manager for Equity One,
Inc., responsible for the preparation of financial statements in
accordance with International Financial Reporting Standards (IFRS).
His responsibilities also include researching the impact of new
accounting standards and drafting technical accounting memos in
response to inquiries from US and International audit engagement
teams.
Deborah A. Jackson, CRE, FRICS
Deborah A. Jackson, CRE, FRICS, currently serves as Executive
Managing Director of Weiser Realty Advisors LLC. An often
requested speaker on the topic, Ms. Jackson has assumed a
position as industry leader in fair value analyses by assisting
clients with compliance for international reporting standards
and managing the entire fair value appraisal process.
Remi Forgeas, CPA
Remi Forgeas, CPA, possesses more than fifteen years of
experience providing audit and transaction services in the U.S.
and in Europe to large international firms, both public and
private. Mr. Forgeas focuses his expertise on cross border
issues, including differences between US GAAP and IFRS. His
industry experience in servicing multi-national companies
includes manufacturing, advertising, oil and gas, and
construction. He is the editor-in-chief of the Mazars’
newsletter on IFRS for the USA and writes articles for various
accounting publications.
David B. Elsbree, Jr, CPA
David joined the Financial Accounting Standards Board (FASB) as
a Practice Fellow in August 2007. He currently serves as the
project manager on the Disclosure of Certain Loss Contingencies
project and the Accounting for Emissions Trading Schemes
project. Before joining the FASB, David was a senior manager at
KPMG LLP. During his audit career, David primarily served global
manufacturers of industrial and consumer products.
Marketability Discounts: We
Can Now Reconcile Differing Approaches/Methods
Appraisers are missing the point in the DLOM debate. Instead of
arguing over the various methods for estimating DLOMs, we should
be attempting to reconcile the various approaches and methods in
order to help our clients and judges (some form of
reconciliation was requested by Judge David Laro in the 2008
DLOM Summit in San Diego). Reconciliation is possible and lies
in something few talk about – in the reasonableness of expected
returns to be achieved by the hypothetical or real investor.
Chris Mercer will present an intuitive, straightforward and,
yes, simple method to reconcile different marketability
discounts for the same investment – regardless of the approach
(market vs. income) used. This presentation is important because
it provides real-life examples of the method in use relating one
marketability discount to another and a common vocabulary to
explain the method to clients and judges an understandable way.
Christopher Mercer, CFA, ASA
Christopher Mercer is the founder and CEO of Mercer Capital, one
of the leading business appraisal and investment banking firms
in the nation. He has written eight books and more than 100
articles, and his two latest books, Business Valuation: An
Integrated Theory, 2nd Edition (with Travis W. Harms, CFA,
CPA/ABV) and Buy-Sell Agreements: Ticking Time Bombs or
Reasonable Resolutions? highlight the breadth of his
knowledge and experience.
The Private Cost of Capital
Model
Professional business appraisal relies on public return data to
derive discount rates for use in private business valuation. The
presenter believes this methodology is flawed because return
expectations of public investors are quite different than
returns expectations from private investors. Thus, the return
expectations from the two markets are not substitutable. This
presentation describes a new, empirically-driven model for
determining private discount rates.
Robert Slee, CBA
Robert Slee is managing director of Robertson & Foley, a middle
market investment banking firm. He has authored more than 150
articles on private finance topics in a variety of legal and
business journals and his book, Private Capital Markets,
was published in mid-2004 by John Wiley & Sons and is now
considered the seminal work in finance for private companies.
The Legal Mandate for Fair
Market Value: How the Anti-Kickback Statute, Stark Act, and
Intermediate Sanctions Impact Provider Financial Arrangements
The presentation will focus on the legal requirements for fair
market value documentation or financial arrangements under the
Anti-Kickback Statute, the Stark Law, and Intermediate
Sanctions. The presentation will generally describe recent cases
and why fair market value documentation was an important aspect
of each case. The presenter will also provide practical
documentation strategies that physicians and providers can use
to document their financial arrangements as being fair market
value and commercially reasonable. Examples with real estate
equipment leasing, employment arrangements, medical
directorships and on-call arrangements will be described.
Robert Wade
Robert Wade concentrates his practice in representing healthcare
clients, including large health systems, hospitals, ambulatory
surgical centers, physician groups, physicians, and other
medical providers. His specialization includes representing
clients with respect to the Stark Act, Anti-Kickback Statute,
False Claims Act, and Emergency Medical Treatment and Active
Labor Act.
Forensic Accounting
Fraud in the Financials: How and Why Auditors Fail to Find Fraud
Financial fraud by corporate executives is nothing new. Yet even
though it has been occurring with frequency, auditors are no
better at detecting fraud than they were decades ago. Discover
the inherent flaws in the auditing process that allows fraud to
go undetected. Learn why audits don’t find more fraud, and what
could be done to increase the chances of uncovering white collar
crime.
Tracy Coenen, CPA, MBA, CFE
Tracy Coenen is a forensic accountant and fraud investigator
with Sequence Inc. in Milwaukee and Chicago. Her anti-fraud work
includes investigation of embezzlement, financial statement
fraud, and insurance fraud, and she is the author of
Essentials of Corporate Fraud.
Darrell D. Dorrell, MBA, CVA, ASA, CMA, DABFA, CPA/ABV
Darrell Dorrell is a founding partner of financialforensics®, a
boutique forensic accounting practice in Lake Oswego, OR. He
practices in civil and criminal matters throughout the US and
has served as an expert witness/consultant in over 500 matters;
additional assignments exceed 1,000. They include alter ego,
anti-trust, bankruptcy, breach of contract, estate/gift taxes,
family law, fraud, fraudulent conveyance/transfer intellectual
property, lost profits, patent, solvency/insolvency, trademark,
trade dress, and trade secrets.
Complex Financial Issues in
Divorce
This session is for intermediate/advanced practitioners.
Financial issues relating to distressed companies, income
available for support relating to “s” corporation income
including actual cash flow vs. “earned” income. Discussion of
many different methodologies and approaches to income available
for support calculations. Advanced apportionment issues for
separate and marital/community property. Discussion of the
double dip problem in dissolutions.
Karen Kaseno, CPA/ABV, CVA, CFE, CFFA
Karen Kaseno’s practice specializes in family law, business
valuations, economic damage cases, and fraud investigations. Her
family law practice involves engagements relating to business
valuations, analysis of income available for support,
apportionment of separate and community property, complex
calculations in high net worth cases, and tracings of separate
and community property. She has been named as an expert witness
on hundreds of commercial litigation matters involving loss of
earnings on a variety of legal matters.
Office Embezzlement: Key
Operational Indicators
Office Embezzlement: Key Operational Indicators focuses on the
practitioner’s role related to fraud in small businesses. The
focus of this presentation is to assist practitioners working
with small businesses in identifying, deterring, and
investigating fraud. The presentation discusses current problems
of fraud and white collar crime, forms of occupational fraud,
professional responsibilities related to fraud, governance and
controls, risk assessment, and fraud assessment and monitoring
practices practitioners can help implement at their clients, or
attendees can implement at their own business.
R. Austin Marks, CPA, CFF, CFE, CFFA
Austin Marks, CPA, CFF, CFE, CFFA, is a senior associate with Cendrowski Corporate Advisors. He has performed forensic
examinations and fraud investigations at many organizations,
including those with multi-million dollar misstatements, and has
worked extensively providing litigation support for partnership,
divorce, and bankruptcy proceedings as well as performing
valuation services.
Identity theft – Risk
Assessment in a Business Environment
These past few years are going to be remembered for a long time
as the time when it became stunningly obvious that customer data
is anything but secure. This raises the question: just how much
of an effect on customer trust have these security breaches had?
How do we as consultants become proactive and assist our
clients?
Patricia A. Perzel, CPA, CVA, CFFA, CFD
Patricia Perzel is the founder of Perzel & Lara Forensic CPA’s,
P.A, and co-chairs the firm’s litigation support department. She
has provided a broad spectrum of professional services,
including forensic accounting, auditing, tax, pension, and
estate planning. She has rendered business valuation services in
the areas of divorce, mergers and acquisitions, buy-sell
agreements, partner and stockholder agreements, damage losses,
and succession and estate planning.
The Forensic Accountant’s
Role in Criminal Cases
Participants will appreciate the power of the federal government
and have an understanding of the pitfalls involved in these type
of cases, the value of the forensic accountant to the client and
defense counsel and what to expect after engagement. Actual case
examples ranging from income tax evasion, mortgage fraud and
money laundering will be presented for review and discussion.
James A. Schaffner, CPA/ABV, CFF, CVA
James Schaffner is a founding partner of Schaffner, Knight,
Minnaugh & Company, P.C. With over 39 years of experience, his
practice is almost exclusively focused on litigation and
business valuation. He has been involved in civil cases related
to lost profits, breach of contract, shareholder disputes,
income tax, and domestic disputes, and he has worked on criminal
cases that have included income tax evasion, mortgage fraud, and
embezzlement.
Interviewing Skills for the
Forensic Accountant
Interviewing is a forensic tool available to forensic
accountants and fraud examiners. When conducted effectively, the
interviewer can successfully uncover indicators of deceptive
behavior. This course is designed to improve the effectiveness
of evaluating and interpreting both verbal and non-verbal
behavior to uncover signs of deception. Developing strong
interviewing skills leads to acquiring more information,
obtaining more admissions of guilt, higher success rate, and
improved confidence.
Paul E. Zikmund, CFD, CFE, CFFA
Paul Zikmund serves as principal, Amper, Politziner and Mattia.
He is responsible for providing fraud investigation, detection,
and prevention services to both public and privately held
businesses. He has over 20 years of experience in the field and
has lead global fraud and forensic teams at various Fortune 500
companies investigating complex financial frauds.
Litigation Consulting
The Critical Interplay Between CVAs, Clients and Other
Professionals in the Collaborative Divorce Process
Two nationally recognized collaborative practitioners will
explain, compare and contrast different models of collaborative
practice. They will demonstrate the importance of a CVA in the
divorce process. The presentation will illustrate the deeper
intrinsic value of having a CVA which goes beyond the financial
expertise they bring to the table. The presenters will cover the
various ways that CVAs can be involved in the collaborative
process and highlight how their expertise impacts both the
clients and the professionals and leads to a better result for
all involved.
Lauren G. Alexander, Attorney
Lauren G. Alexander has practiced law since 1979, and has
practiced collaborative divorce exclusively since 2002. Since
2001, she has served as a judicial officer in the Superior Court
of Georgia, Fulton County Family Division.
Linda L. Piff, Attorney
Linda Piff is an attorney and founding partner of Linda L. Piff,
Esq., P.C. Her firm’s practice is devoted to collaborative
divorce, economic mediation, and private mediation. She has been
instrumental in bringing collaborative law to New Jersey.
Tricks and Traps in the
Valuation of Medical Practices
The two most common reasons for litigation involving physicians
are the violation of noncompete agreements and loss of
“goodwill” when leaving a practice. Goodwill can be
personal/professional or enterprise. The presence and
state-level enforceability of noncompete agreements is a key
factor as it may determine who owns goodwill and the extent of
any value. Virtually all private practice physicians are
compensated based on production and this also drives “who owns
what” in terms of goodwill. Local market factors have a major
impact on the underlying assumptions used in a valuation or
damages model. Among others factors, the analyst needs to assess
the impact of the general shortage of physicians while
recognizing there are dramatic localized differences in supply.
Finally, the practice’s mix of insurers or payors, including
Medicare and Medicaid, is another key factor that drives value.
Mark O. Dietrich, CPA/ABV
Mark Dietrich has performed nearly 200 valuation engagements in
the healthcare industry, and his expertise includes reasonable
compensation, healthcare markets, medical practices, imaging and
surgery centers, whistleblower defense, regulatory planning,
personal goodwill, and non-compete agreements.
Calculating and Proving
Damages for Patent Claims- Understanding Panduit, Georgia
Pacific, Grain Processing and Other Key Cases
The presentation will provide an in-depth analysis of Panduit,
Georgia Pacific, Grain Processing and other landmark court cases
in conjunction with a case study in which the principles of the
cases will be applied to calculating damage claims for patent
infringement. The course will utilize a case study to examine
the various principles from these cases and provide a practical
framework from which to learn.
Bruce G. Dubinsky, MST, CPA, CFE, CVA
Bruce Dubinsky is a managing director of the Washington, DC
Metro office of Duff & Phelps, and is part of the Dispute and
Legal Management Consulting Practice. His practice places
special emphasis on providing dispute consulting services to
clients such as law firms litigating commercial cases for their
clients, corporations, governmental agencies, law enforcement
bodies, and individuals in a variety of situations.
Lost Profits Damages—Keeping
the Expert in the Case
Lost profits damages calculations are increasingly coming under
fire in Federal and State Courts. Financial experts are being
excluded more than any other type of expert witness, with
relevance and reliability being called into question. In
addition, the electronic discovery rules have upped the ante,
leading to extensive discovery and protracted and costly
battles. Lack of understanding regarding legal claims, relevant
data and information, and methodology that the court considers
reliable under the circumstances can render a costly expert
report useless, potentially eliminating your client’s case.
Among other issues, this session will cover: Causation and the
need to tie it to address it, Foresee ability, Reasonable
Certainty—what it means and what it doesn’t mean, Evidence for
lost profits damages—what’s getting in, what’s not, Methods for
proving damages, including period of recovery and discounting
damages, Lost profits v. lost business, including when to claim
one versus the other (and does it matter who the claimant is?),
and Collateral damages.
Jonathan M. Dunitz
Jonathan Dunitz is senior counsel with the Portland law firm of
Friedman Gaythwaite Wolf & Leavitt and has 15 years of
litigation experience. He practices in the areas of commercial
and business litigation, insurance coverage, complex family law
and appellate advocacy.
Nancy J. Fannon, ASA, CPA, ABV, MCBA
Nancy J. Fannon is the owner of Fannon Valuation Group, a
business valuation and litigation support services firm located
in Portland, Maine. She is a nationally known expert on lost
profits damages, pass-through entity valuation, and the
transaction databases, and has presented dozens of speeches and
authored numerous papers on these and other areas of business
valuation.
An Expert’s Guide to
Avoiding Disasters in Litigation
Financial experts often expect that their technical abilities
and report writing capabilities will enable them to be effective
witnesses in the courtroom. On the witness stand, however, many
are surprised at the nature and severity of the challenges. In
this session we will explore ten of the most critical challenges
facing financial experts – during pretrial preparation and in
court - and how to respond to the challenges appropriately.
Stephen J. Erigero, JD
Stephen Erigero advises architects, engineers, and contractors
on business and litigation matters. He specializes in commercial
litigation, including defense of professional liability claims,
insurance bad faith and coverage litigation, complex
construction litigation involving design professionals, and
environmental and toxic torts.
Michael G. Kaplan, CPA, CVA, CFFA
Michael Kaplan has more than 32 years of experience in the areas
of forensic accounting, business valuation and litigation
consulting. He has rendered services in numerous litigation
matters, including business litigation, professional malpractice
matters, fraud and embezzlement, intellectual property, marital
dissolution, loss of earnings, employment matters, and partner
and shareholder disputes. He has qualified to testify in federal
and state courts as an expert witness in approximately 250
matters and has also served as a court appointed expert and
accounting referee.
Mock Deposition for a
Business Valuation Engagement
Experienced experts Robert Vance and Brent McDade are mock
deponents defending a fictional business valuation report in a
divorce case. Each will answer questions either the “right” or
“wrong” way throughout six vignettes, illustrating pitfalls less
prepared experts can create. Family law attorney Miles Mason,
Sr. deposes. At times, the mock deposition reaches
high-conflict, but with humor laced throughout.
• Basic deposition procedures
• Questions every expert must be prepared to answer
• Techniques to handle mischaracterizations and absolutes
• Staying cool under fire
• Comments from Mason on what lawyers are really thinking and
trying to accomplish
Miles Mason, Sr, JD, CPA (Retired)
Miles Mason is an attorney with CRONE & MASON, PLC of Memphis,
TN. He is a prolific author and speaker on divorce topics
related to complex financial issues in divorce such as forensic
accounting and business valuation for attorneys, CPAs, and
business valuation experts.
Brent McDade, ASA, CBA, BVAL
Brent McDade, ASA, CBA, BVAL is managing director of Decosimo
Advisory Services, providing business valuation, litigation
support, and transaction advisory services. His experience
includes the appraisal of equity securities, debt instruments,
and derivatives. He has provided valuation services related to
mergers and acquisitions, buy-sell agreements, fairness
opinions, Employee Stock Ownership Plans, estate and gift tax
matters, shareholder disputes, and marital dissolutions.
Robert Vance, CPA, CVA, CFP, CFF
Robert Vance is a partner with Lattimore Black Morgan & Cain of
Nashville, TN, where he practices exclusively in business
valuation, the financial aspects of divorce, economic damages,
and forensic accounting. He is a frequent speaker and author on
these topics and has testified as an expert witness over 43
times in federal and state courts.
How to Determine Reasonable
Certainty and Confidence Levels for the Damage Expert
This will teach the damage expert how to accomplish reasonable
certainty and statistical confidence levels with the use of
Excel damage model worksheets and how to improve the certainty
of the use of the discounted cash flow method.
C.P “Salty” Schumann, CPA, CVA, CFFA
C. P. “Salty” Schumann is the managing director and founder of
his firm, which offers both traditional accounting services and
the non-traditional services of business valuation, litigation,
and fraud in San Antonio, Texas. He 20 years of experience with
commercial business damages and has performed previous valuation
and litigation engagements to include insurance defense.
IBA Symposium
Standards of Value: Taking a Closer Look at Fair Market Value &
When Should Fair Value Replace Fair Market Value?
Often appraisers use fair market value as a default. This forum
will explore recent court decisions and the effect on the
appropriate standard of value. The forum will look at the
history and application under a fair market value standard and
examine the circumstance when fair value may be more appropriate
for engagements. The forum will evaluate how certain facts and
circumstances dictate the standard of value.
Marc Bello,
CPA/ABV, CVA, MST
Marc Bello is a partner at Edelstein & Company LLP, where he
specializes in performing business valuations in the context of
marital dissolution, gift and estate taxation, dissenting
shareholder actions, and stock options and he also works
extensively providing litigation support services.
Ethics and Standards Workshop
This interactive session will examine the IBA’s Standards,
focusing on non-traditional engagements and situations (i.e.,
matters NOT covered by Standard Five – Formal Written Appraisal
Reports). We will consider generally applicable professional and
ethical guidelines, then look at specific examples of how these
apply in various settings, including oral reports, letter form
reports, and expert testimony. We will also tackle the issue of
advocacy v. non-advocacy, and briefly consider the nebulous
realm of “non-appraisal assignments”.
Daniel Browning, JD, BVAL
Daniel Browning is a founding partner of Morrell & Browning,
LLC, a business valuation and consulting firm in Atlanta, GA. He
has over 15 years of experience in the field of business
appraisal.
Leo J. DeLisi, Jr., ASA, MCBA
Leo Delisi is president of DeLisi & Ghee, Inc., a full-service
business valuation firm with offices in Rhode Island and
Florida. He has been accepted as an expert witness and has
testified in such venues as Family Court, U.S. Bankruptcy Court,
Superior Court, IRS Administrative Appeals, and at municipal
Boards of Assessment Review. His litigation experience includes
divorce, bankruptcy, estate and gift tax, business damages, and
shareholder disputes.
Daubert Challenge: What
Every Appraiser Needs to Know
The U.S. Supreme Court, in Daubert v. Merrell Dow
Pharmaceuticals, provided guidance to federal trial court
judges as to the admissibility of expert testimony. Recent
studies have shown that financial experts have experienced
increasing challenges because diligent, skilled attorneys (or at
least those who have adequate time and funding) will take the
time and care needed to exclude an expert’s report. Mike will
lead a discussion of the Daubert decision and its impact
on financial experts, recent cases involving Daubert
challenges for financial experts, recent trends in the number of
Daubert filings, and best practices for avoiding or
contesting a Daubert challenge. Motions in limine as
part of a Daubert challenge will be discussed, as well as
other challenges which can come up during cross examination or
deposition. Gain insight into court cases and the experience of
a seasoned expert.
D. Michael Costello, CPA/ABV, CFF, CFE
Michael Costello is a principal with Decosimo Advisory Services,
responsible for business valuation, litigation support, and
transaction advisory services. He has over 27 years of
experience business valuations, business acquisitions and
divestitures, and related fields, and his appraisals have been
used in various courts.
Trends in Valuation: An
Experts Panel Discussion
This innovative session will start with presentations by four
leading experts ranging on topics such as: compensation
normalization issues, including how to use compensation surveys
and a discussion of the latest reasonable compensation court
decisions ; emerging valuation adjustments trends, including
latest tools available to the BV practitioner; how to set up a
simple but effective internal review process for your appraisal
practice; governmental regulations affecting your BV practice,
and much more. Experts will highlight the heart of each issue.
Randall Curtiss, MBA, MCBA, ASA, ASA, FIBA
Randall Curtiss is a sole practitioner in Cleveland whose
practice focuses on estate and gift taxation, transactional, and
compliance valuation work. He publishes a nationally recognized
newsletter on business appraisal practice.
Jeffrey D. Jones, ASA, CBA, CBI
Jeffrey Jones is president of Certified Appraisers, Inc. where
he manages the firm's multidiscipline appraisal practice that
includes valuation of businesses, machinery and equipment, and
real estate. He is also president of Advanced Business Brokers,
Inc.; he and his staff have been involved in the sale of over
1,000 small and midsize businesses since 1976.
Frank Rosillo, CPA/ABV, CBA, CVA, CFE, BVAL, ABAR
Frank Rosillo is the managing director of The Valuations and
Forensics Advisory, LLC, located in Miami, FL. His expert
witness experiences include cases in federal and state courts,
and he is a frequent lecturer and trainer in valuation and
forensics topics.
Robert C. Schlegel, MCBA, ASA, CDP, CISA, CSP, CCP
Robert Schlegel is a principal with Houlihan Valuation Advisors,
a national firm of valuation and capital consultants. His
professional background includes extensive work in business
appraisal, marital and partnership dissolutions, estate
planning, market studies, statistical analysis, and forensic
accounting; he has testified as an expert in federal and Indiana
courts and has directed numerous studies of business value,
economic damages and lost profits, and intellectual property
matters for clients in a wide variety of industries.
Tax Valuations in a Changing
Environment – Featuring US Tax Court Judge David Laro
The global financial environment is undergoing unprecedented
upheaval, having vast ramifications for business appraisers
across the profession. One major impact will be in the tax
arena. United States Tax Court Judge David Laro will lead a
discussion of the current Tax Court environment affecting
business appraisers and will contemplate future impacts that all
business appraisers must consider now. In addition, today’s
changes present significant issues regarding ethics and
standards and these will be discussed as well.
Michael Eggers, CBA, ASA
Michael Eggers is a principal of American Business Appraisers,
LLP. He specializes in business valuations, having participated
in over 500 engagements, and litigation support services. He has
been appointed as a Special Master in three Bay Area County
Superior Courts and by special appointment has provided
consultation services to the court judiciary.
The Honorable David Laro, Judge, United States Tax Court
Judge David Laro was appointed by President Bush to the U.S. Tax
Court in November, 1992. He formerly practiced tax law in Flint
and Ann Arbor Michigan for 24 years. He is a frequent speaker
for legal and accounting organizations and has had numerous
articles published. Among the noteworthy cases which Judge Laro
has decided are Simon (depreciation of antique musical
instrument), Mandelbaum (lack of marketability discount),
Wal-Mart (inventory shrinkage), ACM Partnership
(corporate tax shelters), Bank One (derivatives.)
Howard A. Lewis, ABAR, AVA
Howard Lewis is the executive director of the Institute of
Business Appraisers. Prior to his retirement, he was the
national program manager of the Engineering and Valuation
Program of the IRS, where he implemented the first business
valuation standards, focused on developing an experienced
professional cadre of accredited business appraisers, and
modernized the Service’s training, accreditation, and peer
review processes.
Real Estate Issues and the
Business Appraiser
Real Estate and the Business Appraiser: Most businesses have
real estate issues that need to be addressed in the valuation
process. Whether it is a leasehold interest or a fee simple
interest in real estate, the business appraiser needs to
understand and consider the impact of real estate on business
value. A leading expert in both real estate appraisal and
business valuation will address how to consider real estate
issues that affect the value of a business. This presentation
will discuss in depth many of these issues along with proposed
solutions. Issues include lease assignments, related party
leases, company owned real estate, and real estate held in
family limited partnership entities.
Paul R. Hyde, EA, MCBA, BVAL, ASA, MAI
Paul Hyde is the president of Hyde Valuations, Inc., a business
and real estate appraisal firm with offices in Parma and Boise,
Idaho. He is an MAI/Certified General Appraiser in real estate
valuation who appraises all sizes of businesses and all types of
real estate.
The Sale of a Business:
Strategies and Techniques Used by Business Intermediaries
Business Appraisers are sometimes guilty of developing opinions
of value in a vacuum, utilizing textbook valuation methodologies
without fully understanding the dynamics that drive the sale of
closely-held companies. This street smart seminar has been
developed to help business appraisers better understand the
reality of the market place and the dynamics that drive the sale
of small to midsize businesses. Many transactions are not done
at fair market value, but rather strategic or synergistic value.
Only a small percentage of the businesses for sale actually
sell, because they are improperly packaged to go to market, over
priced, and/or not adequately marketed.
Jeffrey D. Jones, ASA, CBA, CBI
Jeffrey Jones is president of Certified Appraisers, Inc. where
he manages the firm's multidiscipline appraisal practice that
includes valuation of businesses, machinery and equipment, and
real estate. He is also president of Advanced Business Brokers,
Inc.; he and his staff have been involved in the sale of over
1,000 small and midsize businesses since 1976.
Impact of
Guaranteed Debt
Privately held businesses commonly have debt that is guaranteed
personally by some or all of their shareholders, and these loan
guarantees can be a significant factor in shareholder disputes
and in our financial analyses. Given a recent court decision in
which the size of the body of knowledge regarding loan
guarantees in business valuation was questioned, Brent McDade
will lead a discussion of best practices in dealing with
guaranteed debt in small businesses.
Brent McDade, CBA, BVAL, ASA
Brent McDade, ASA, CBA, BVAL is managing director of Decosimo
Advisory Services, providing business valuation, litigation
support, and transaction advisory services. His experience
includes the appraisal of equity securities, debt instruments,
and derivatives. He has provided valuation services related to
mergers and acquisitions, buy-sell agreements, fairness
opinions, Employee Stock Ownership Plans, estate and gift tax
matters, shareholder disputes, and marital dissolutions.
Intellectual Property
Economic Damages Analysis
Intellectual Property Economic Damages Analysis - An in depth
presentation by a leading valuation expert on how to identify an
IP damages event, select appropriate damages methods, collect
necessary IP-specific data, perform economic damages analyses,
and reach an IP lost profits/economic damages conclusion.
Robert Reilly, MBA, CPA, CBA
Robert Reilly is a managing director of Willamette Management
Associates, a valuation consulting, economic analysis, and
financial advisory services firm. His practice includes the
valuation of businesses, securities, and intangible assets for
transaction, taxation, accounting, management information, and
litigation purposes.
Forensic Business
Appraisals: Overcoming Hurdles in Seeking Critical Documents and
Information and Reconstructing Business Income in Financial
Litigation
This session will provide attendees with the strategies and
methods for the forensic valuation expert to access essential
information and supporting documentation in shareholder
litigation, damages quantification, matrimonial and other
conflicts. This presentation will further discuss cases where
the opposing side throws up hurdles and attempts to employ
various evasional tactics to prevent the forensic business
valuator from obtaining data necessary for the expert to
formulate his or her professional opinion.
Richard M. Wise, MCBA, CVA, FASA, FCBV, FCA, CA•IFA, CFE
Richard Wise is partner of Wise, Blackman LLP, Montreal, serving
clients across Canada and the United States. He is accredited in
Investigative and Forensic Accounting by the Canadian Institute
of Chartered Accountants, has testified before the courts as an
expert witness in over 170 cases across Canada and in the U.S.,
and has been appointed by the courts as their valuation expert.
Academic Research
Quantifying Company Specific Risk Using the Finison/Dailey
Model™
The Finison/Dailey Model™ appeals to the valuator looking for a
systematic way of providing consistency to the subjective part
of the build-up method. It creates a direct correlation between
all of the elements and analyses required in the valuation
process and the final determination of value. The Finison/Dailey
Model™ employs all parts of the valuation process to draw
analytical conclusions. Specifically, the model uses the SWOT
(Strengths, Weaknesses, Opportunities, and Threats) approach to
bring relevance to the industry, economic, and company
operations analyses of the valuation process.
Michael
Dailey, CPA, CVA
Michael Dailey is the vice president/relationship manager at
National City Bank in Cincinnati, OH. He has a broad range of
experience that incorporates financial and estate planning,
business valuation, M&A, transition and succession planning. He
specializes in private equity risk and return analyses and
valuation and transition issues for privately held middle market
companies.
E. Bryan Finison, MBA, AVA
Bryan Finison is a Founding Principal at Covenant Consulting
Group LLC where he manages the Consulting Division of the firm
and private equity acquisitions through a related company, JDL
Equity Partners LLC. He has a broad base of experience in
business strategy, management information systems, and business
valuations.
A Compensation Based Method
of Valuing Small Closely Held Businesses
This presentation describes a valuation technique applicable to
small businesses that require the full time participation of an
owner manager. The model is based upon the concepts of
differential compensation and shared risk. The intangible value
of the business is determined by taking the present value of the
difference between current owner manger compensation and the
compensation required by a competent buyer over a five-year
period.
Michael Sack Elmaleh, CPA, CVA
Michael Elmaleh is a CPA and CVA from Maryland who was a
principal in accounting practices in Madison, WI for 17 years.
He has taught courses in mathematics, statistics, economics,
accounting, and finance at the college level; he is also the
author of an accounting text and maintains an educational
website.
Goodwill Impairment Testing
Under SFAS No 142: An Examination of Management Reporting
Decisions
My presentation will focus on the current accounting
requirements for goodwill impairment testing and reporting, the
economic and industry patterns of goodwill impairment, the key
trends in management reporting choices concerning goodwill
impairment, and the implications for financial executives and
accountants involved goodwill impairment decisions. In
particular, I will present research results on how firms
implement the fair value accounting required for goodwill
reporting, and I will provide economic analysis for management
choices in the implementation of fair value accounting. My
presentation will also highlight the roles of auditors and
valuation specialists in assisting firms in the implementation
of fair value accounting. Given the increasing use of fair value
accounting, the information included in my research presentation
should be useful to valuation specialists, accountants, and
financial executives.
Feng Gu, PhD
Feng Gu is an assistant professor of Accounting and Law at the
State University of New York at Buffalo. His research interests
include the valuation and reporting issues of intangible assets.
His research results on accounting issues of intangible assets
were quoted in Wall Street Journal, Fortune, Business Week,
Harvard Business Review, Compliance Week, Wall Street Transcript,
and other business media outlets.
Firm Specific Risk
Adjustment of Public Companies Multiples
The standard, market-based valuation approach uses pricing
multiples from guideline public companies with industry, size
and growth characteristics similar to the subject private
company. These multiples must be adjusted for the fact that
diversified investors’ Cost of Equity Capital (“COEC”) for a
given firm is lower than the COEC of an undiversified investor
in the same firm who has all his financial and human capital
invested in one firm. In this article, we suggest a practical
method determine the Discount for Lack of Diversification (“DLOD”)
to apply to guideline public companies’ multiples. The
adjustment is based on the fact that the owners of private
companies are undiversified investors facing the total risk of
the business unlike the owners of public companies that
diversify their risks by holding a large number of securities.
This article provides a model to determine DLOD and an
illustrative case study that shows the reader how one might
apply the model for firm specific risk.
Daniel L. McConaughy, PhD, ASA
Daniel McConaughy is an associate professor at California State
University Northridge. He performs valuations of private
companies and valuations for financial reporting at Crowe
Horwath.
Vincent Covrig, PhD, CFA
Vincent Covrig is an associate professor at California State
University Northridge. He performs valuations of private
companies and valuations for financial reporting at Crowe
Horwath.
DLOM: Use of Bizcomps
Transactional Data to Empirically Support The Existence and
Level of Your Discounts Without the Influence of Minority
Interest Overlap
In the context of examining earlier DLOM studies, the holding
periods (reported listing duration) of 5000+ entity level
transactions were examined to identify the existence of an
optimal “bid-ask” price spread occurrence and subsequently the
greatest concessions made by seller. All cash and financed
transactions as well as other variables, such as level of the
Seller’s Discretionary Earnings were examined. Research found
suggests strong relationships to the investor perceived holding
period and the size of sellers’ concessions; especially, when
transactions are all cash. Generally, the longer the holding
period, the greater the sellers’ concessions, the higher the
buyers’ economic benefit and the lower the final sales price
paid. Interestingly, revenue size, profitability and financing
terms did not appear to have a dramatic impact on seller
concessions and holding period. The Bizcomps data moves BV
analysts one step closer to judicial comparability issues that
most existing studies often fall short of achieving by offering
a large sample size of often more “comparable” closely held
entity-level transactions that may have fewer distortions.
Carl L. Sheeler, PhD, CBA, AVA
Carl Sheeler has conducted 700+ business valuation engagements
since 1992. Retained as expert 300+ times having testified 125
times. Have been retained to value FLPs/LLCs/QPRTs on 200+
occasions defending DLOM before IRS on a dozen. Instructor of
Great Distinction (NACVA ~ FT&T). Published several dozen
valuation articles to include the proposed topic and the
valuation of business interests in AICPA’s “Team Approach to
Estate Planning” (2003). Guest lecturer to People’s Republic of
China on two occasions on intangible assets. Doctoral
Dissertation is “Assessing the Empirical Support for Illiquidity
Discounts by Examining Closely Held Business Transfers.” Adjunct
Professor of Finance, Business and Entrepreneurship – Bryant
University. Adjunct Professor of Finance and Business Research -
Point Loma Nazarene University.
James A. DiGabriele, DPS,
CPA/ABV, CFE, CFSA, FACFEI, Cr.FA, CVA
Dr. DiGabriele is managing partner of DiGabriele, McNulty,
Campanella & Co., LLC, Certified Public Accountants and
Consultants. He has been actively engaged in the practice of
public accounting for over 10 years; before founding the firm in
1990, Dr. DiGabriele acquired valuable insight as an IRS agent
and State Auditor. He has practiced in the areas of accounting
consulting, taxation, litigation support, forensic accounting,
claims support for insurance companies, matrimonial accounting,
business valuations, economic damage calculations, lost profits
and lost wages and other advisory services.
Michael S. Long, PhD, CFP
Dr. Michael Long has been a finance professor for over 30 years,
after receiving his Ph.D. from Purdue University in 1973. He has
pursued a wide range of topics, more recently focusing on
valuation. He developed the concept of an option against value
that results from Schumpeter’s destructive competition, and his
more recent research focuses the effect of firm size and capital
marketability on value.
International Valuation
Comparative Valuation Standards
The accounting standards for fair value have been evolving both
in the United States as well as abroad. However, many
U.S.-centric valuation practitioners have not been exposed to
the new international accounting standards proliferating
throughout the rest of the world. There was recent agreement
among the SEC, the FASB and the IASB that the U.S. would adopt
IFRS beginning in 2011 for large filers and 2013 for smaller
filers. However, the new SEC head has signaled that adoption may
or may not occur as previously thought. What is causing all the
furor? Are the fair value standards in the U.S. that different
from our foreign counterparts? Mr. Beaton will provide a high
level overview of IFRS with a special emphasis on the
differences between specific fair value provisions. This primer
will put you on the path to a better understanding of the
differences between these two accounting bodies.
Neil J.
Beaton, ASA, CPA/ABV
Neil Beaton is partner in charge of Grant Thornton's valuation
services practice. He specializes in Securities and Exchange
Commission compliance valuations, including stock options and
Financial Accounting Standards 141 and 142 engagements.
Fraud Deterrence, Detection
and Investigation
Utilizing content established for the new The International
Association of Consultants, Valuators & Analysts (IACVA)
Certified Fraud Deterrence Analyst designation program,
Cendrowski Corporate Advisors have developed original materials
for comprehensive fraud deterrence training. This training is
based on the premise that deterrence of fraud is best achieved
by minimizing causal factors of fraud in an organization through
strong internal controls. Internal controls reduce fraud risk,
promote efficiency, help achieve organizational objectives, and
aid in compliance with laws and regulations. Cendrowski
Corporate Advisors designed this program as a result of its
extensive experience in deterrence and investigation, including
“writing the book” on fraud deterrence.
Harry Cendrowski, CPA, CFE, CVA, ABV, CFFA
Harry Cendrowski is the co-founder and president of Cendrowski
Selecky PC, a CPA firm established in 1983 that specializes in
business and tax consulting. He has over 25 years of extensive
experience in entrepreneurial, personal and corporate tax
matters, including engagements in real estate, business
valuations, mergers, due diligence, complex commercial and
divorce litigation support, forensic accounting, and fraud
auditing.
Valuing Intellectual
Property
Yea-Mow Chen, Ph.D. Yea-Mow Chen, Ph.D. in Economics, the Ohio State
University and B.A. in Economics, National Taiwan University, is
a professor in Finance at San Francisco State University. His
teaching areas include Risk Management of Financial
Institutions, Bank Management, Corporate and Private Equity
Finance, Derivative Assets and Financial Markets, and Asian
Pacific Financial Markets. For his professional practices, he
specializes in providing services relating to SFAS 123R:
Share-base Compensation, SFAS 133: Derivative Instruments and
Hedging Activities, SFAS 141: Business Combination, and SFAS
142: Goodwill Impairments. The firm he is leading, China
Intangible Asset Appraisal Corp. Inc., has performed more than
500 cases of corporate firms and intangible assets appraisals
and is one of the largest independent business and intangible
asset valuation companies in Taiwan.
Stock Market Analysis and
Risk Premium Estimation
Is an analysis of the Romanian capital market and a resulting
recommendation for the risk premium estimation in case of
emerging capital markets. The study’s research question is: What
are the adjustments of risk premium estimation models to be
applied in case of emerging capital markets – the case of
Romania? The risk premium adjustments are debated from the
perspective of challenges the valuators can have to estimate the
cost of capital for investments on emerging capital markets.
Anamaria Ciobanu, PhD
Anamaria Ciobanu, PH.D. is Professor of Finance at Academy of
Economic Studies, Bucharest, Romania and member of The National
Association of Romanian Valuers (ANEVAR). Her Ph.D. Thesis is
“Study of performance measure indicators used in companies’
value management, with examples on Romanian enterprises”. Areas
of research: cost of capital estimation, corporate governance,
minority shareholders protection, value creation management,
companies’ sustainable development. She is a director or member
in 10 research projects in these areas, author and co-author of
6 books, 45 articles in the field of corporate finance and
business valuation.
Update on “Fair Value”
As GAAP and IFRS converge, it is vital that valuation analysts
understand the differing requirements for Fair Value. IFRS has a
significant number of major differences which we will discuss.
While the actual valuation principles and approaches are
similar, the requirements for and the definitions of Fair Value
are sufficiently different that one cannot assume that what is
done under U. S. GAAP will also work for IFRS.
Alfred M. King, MBA, CMA, CFM
Now vice chairman and a director of Marshall & Stevens since
2005, Alfred King was previously chairman of Valuation Research
Corporation, another major international professional firm. His
areas of expertise include litigation support, valuation of
intangible/intellectual assets, business valuations, solvency
and reasonable equivalent value issues, valuation issues
relating to domestic and international taxes and financial
reporting, and complex allocation-of-purchase-cost assignments,
including retrospective studies.
Critical Factors on the Valuation
of Technology
Valuation of technology needs more understanding about
technology and the industry of technology than business
valuation. This presentation will show the critical factors of
the valuation of technology as follows: 1) What is technology
and technology business; 2) What are the critical value sources
within the technology business; 3) What are the basic
differences in valuation; 4) How we should keep the standard of
valuation.
Sung Soo Seol, CVA / PhD
Sung Soo Seol obtained his PhD. on the Economics of Technology
from Korea University (1989). Held the position of Founder and
President (2004-2006) of The Korea Valuation Association, and
also served as a Chairman of the first Technology and Business
Valuation Standards Committee (2000). At academic society served
as Editor-In-Chief (1999-2001) and President (2005-2006) of the
Korea Technology Innovation Society. Also served as Chairman and
member of several Government committees. Now Professor of
Economics at Hannam University, Korea as well as Visiting
professor at the California State Polytechnic University,
Pomona, with 13 books and 115 papers.
Darrell Dorrell, MBA, CVA, ASA, CMA, DABFA, CPA/ABV
Darrell Dorrell is a founding partner of financialforensics®, a
boutique forensic accounting practice in Lake Oswego, OR. He
practices in civil and criminal matters throughout the US and
has served as an expert witness/consultant in 500+ matters;
additional assignments exceed 1,000. They include alter ego,
anti-trust, bankruptcy, breach of contract, estate/gift taxes,
family law, fraud, fraudulent conveyance/transfer intellectual
property, lost profits, patent, solvency/insolvency, trademark,
trade dress, and trade secrets.
Business Valuation Research: More, Better, Faster
There is more information available to the business valuation
appraiser than ever before. How do you cut through all this
clutter to find the information you need for your valuation or
litigation engagement? This session will give you the tools,
tips, and techniques to supercharge your business valuation
research.
Eva M. Lang, CPA/ABV, ASA
Ms. Lang is a nationally recognized expert on internet research.
She is an active leader in the valuation profession currently
serving on the ASA Business Valuation Committee and is a past
member of the Business Valuation Committee of the AICPA. She has
served on the ASA Business Valuation Standards Committee and was
named to the AICPA Business Valuation Hall of Fame for her
contributions to the advancement of the profession. She is the
co-author of “The Best Websites for Financial Professionals” and
has written for numerous financial publications. Eva is the
President of Valuation Products & Services and serves as
Executive Director of the Financial Consulting Group.
If You Change the Way You
Look at Your Business, Your Business will Change the Way You
Look
Machen will speak about the three ingredients to understanding
and running a successful professional service business Purpose,
Passion and Profit. Machen will define and provide the basic
tools to create a Vison, Mission, Key Performance Indicators,
Strategies and Action Plans. Machen will also outline key
components to successfully growing a professional service
practice: Business Plan, Marketing Strategy, Branding, Marketing
Essentials and Implementation.
Machen MacDonald, CPCC, CCSC
Machen MacDonald is a world-class personal development coach and
speaker who is the author of Provoking Your Brilliance.
He has more than a decade of experience training and developing
individuals and teams in a number of settings, ranging from sole
proprietors to executives in large corporations.
Roundtable Discussions: The
Effects of the Current Economy on Valuations
This peer to peer discussion seeks contributions from all in
attendance. How do we incorporate current economic events into
our valuations? Can we still rely on Ibbotson and Duff & Phelps
data to determine equity risk premiums? Implementing the income
approach, asset approach and market approach amidst economic
turmoil. Come prepared to listen and talk.
Edward Giardina,
MSA, CPA/ABV, CVA
Ed Giardina is chairman of the program committee for the
Massachusetts Chapter of the NACVA, and Les Gosule, Dave
Humphrey and Dave Goodman are members of the committee. The
Massachusetts Chapter recently sponsored this program locally.
The Massachusetts Chapter sponsors quarterly full day and half
day seminars attended by NACVA members from all over New
England. Presenters and discussion leaders may be nationally
acclaimed or local professionals. Our meetings qualify for CPE
credit with NACVA and state boards of accountancy.
Leslie
Gosule, CPA, CVA
Leslie Gosule, CPA, CVA, is involved in business valuations,
estate and succession planning, litigation support and all other
aspects of business consulting for closely held business
entities. In addition, he has been an instructor at Northeastern
University for over 25 years and has presented many seminars in
estate and succession planning.
David Humphrey, CPA, CVA
David A. Humphrey, President Beacon Capital Group, brings more
than a decade of business merger, acquisition, and valuation
experience to the firm’s clients. During his tenure he has
successfully managed the sale of a wide range of manufacturing,
distribution, and service businesses across New England. Prior
to Beacon Capital Group, Mr. Humphrey assisted hundreds of
businesses achieve their goal of growing into successful,
thriving companies, as owner and operator of a full service
accounting firm.
David Goodman, CPA/ABV, CVA
David Goodman, CPA/ABV, CVA, has provided services on numerous
engagements, including business valuations for divorce and
estate and gift tax, forensic accounting in divorce and employee
fraud, determining damages in breach of contract, and
determining value in shareholder actions. Industries Mr. Goodman
has worked in include manufacturing, construction, software
development, service companies, trucking, and small businesses
such as a video stores and restaurants. Mr. Goodman has served
as a Court appointed expert for the Massachusetts Probate and
Family Court.
Case Analysis in
Person (CAP)
(Requires pre-registration by May 11, 2009)
Wednesday, May 27th, 6:30–8:15am; sponsored by NACVA
(Additional registration fee: $195 for members and
non-members)
Credentialed members are required to periodically comply with
NACVA’s Recertification requirements, one of which is called
Knowledge of Quality Issues (KQI). One option for fulfilling
this requirement is the Case Analysis in Person (CAP)
program. CAP allows six to ten participants to review, discuss,
and analyze in a roundtable format a sanitized business
valuation report sent to participants two to three weeks prior
to the session. The session includes two hours of CPE, and
pre-read is required.
Current
Update in Valuations (CUV)
Wednesday, May 27th, 8:30am–5:15pm; sponsored by NACVA
(Additional registration fee: $450 for NACVA or IBA members,
$500 for non-members)
This one-of-a-kind course is one you will always look forward to
and depend on for ongoing development in valuation theory and
practice. Undoubtedly two of the more difficult and
time-consuming challenges in business valuation are report
writing and keeping up to date on current developments.
Therefore, the latest business valuation theories and their
applications to specific fundamental valuation principles have
been “wrapped” into an actual detailed and complete valuation
report prepared under the fair market value standard of value.
Discussions will also incorporate the most recent court case
decisions as well as new developments in our industry standards.
The instructors will incorporate a “nominal group technique”
which will focus on the questions and concerns of the
participants. In addressing your concerns and interests,
increasing your awareness of the latest developments in
valuation, and taking your report writing skills to a higher
level, the goal is to increase your knowledge, strengthen the
effectiveness of your communication with clients, and allow you
to produce an impressive solid work product capable of
withstanding the rigors of the courtroom.
Note that the course is paperless: you will receive a CD-ROM
of a valuation report hyperlinked with material that will be
covered during the class. You will, therefore, need a laptop,
and Microsoft Word will be used. NACVA will provide electric
power but will not provide laptops. (NACVA’s CVA/AVA
recertification requirement, Knowledge of Current Developments [KCD]
is generally obtained by taking this course.) The session
includes eight hours of CPE.
The Sale of a Business: Strategies and Techniques Used by
Business Intermediaries
Wednesday, May 27th, 1:30–3:15pm: sponsored by the IBA (Included in conference registration fee)
Business appraisers are sometimes guilty of developing opinions
of value in a vacuum, utilizing textbook valuation methodologies
without fully understanding the dynamics that drive the sale of
closely held companies. This street-smart seminar has been
developed to help business appraisers better understand the
reality of the marketplace and the dynamics that drive the sale
of small to midsize businesses. Many transactions are not done
at fair market value, but rather strategic or synergistic value.
Only a small percentage of the businesses for sale actually
sell, because they are improperly packaged to go to market, over
priced, and/or not adequately marketed.
Ethics and Standards Workshop
Wednesday, May 27th, 3:30–5:15pm; sponsored by the IBA (Included in conference registration fee)
This interactive session will examine the IBA’s Standards,
focusing on non-traditional engagements and situations (i.e.,
matters not covered by Standard Five—Formal Written Appraisal
Reports). We will consider generally applicable professional and
ethical guidelines, then look at specific examples of how these
apply in various settings, including oral reports, letter form
reports, and expert testimony. We will also tackle the issue of
advocacy v. non-advocacy, and briefly consider the nebulous
realm of “non-appraisal assignments.”
Certification Exams
Saturday, May 30th, 8:00am
NACVA will proctor the five-hour Certified Valuation Analyst
(CVA)/Accredited Valuation Analyst (AVA) exam, the four-hour
Certified Merger and Acquisition Professional (CMAP) exam, and
the two, four, or six hour Certified Forensic Financial Analyst
(CFFA) exam, including specialties. The IBA will proctor the
Certified Business Appraiser (CBA), Accredited by IBA (AIBA),
and Accredited in Business Valuation Review (ABAR) exams.
Exhibitor Information
For more information
click here or contact Brett Losee, Meeting Planner for NACVA
at BrettL1@nacva.com or
call (800) 677-2009.