Articles

Income, Market, or Asset: How Courts Weigh the Three Valuation Approaches

Valuation is generally based on three approaches: income, market, and asset. Appraisers need to make choices among these approaches, often applying weightings between them, and that choice can result in substantially different valuations of the same company. How does the court decide.....

Business Valuations and M&A During Tariff Uncertainty

The question for valuators and M&A advisers is no longer whether tariffs matter to value. It’s who absorbs the cost. Small and moderate tariffs often behave like a tax, while large tariffs can become a trade barrier that changes the structure of the market itself.....

Earnouts in M&A: Bridging the Valuation Gap Without Creating the Next Dispute

M&A Deal Economics Series — Part 2. After more than 25 years working on M&A transactions, first as a corporate tax and M&A lawyer and now as an M&A advisor, I have seen many deals where Buyer and Seller agree on almost everything, except what the business is worth. An earnout can sometimes bridge that gap.....

S Corps vs. C Corps: Tax-Affecting Pass-Through Entities in a Buyout

Valuation in Shareholder Disputes — Part 2. Valuation issues are some of the most impactful in shareholder disputes. An important, but perhaps underappreciated, issue in these disputes is how to account for a company’s tax status.....

Working Capital in M&A

After more than 25 years working on M&A transactions, first as a corporate tax and M&A lawyer and now as an M&A advisor, I have seen many transactions where the parties spend considerable time negotiating the headline purchase price, only to discover that another number can have a significant impact on the seller’s ultimate proceeds: Working capital.....

Valuation: Fair Value v. Fair Market Value and Discounts for Minority Status

Valuation in Shareholder Disputes — Part 1. The endgame in co-owner disputes is very often a buyout. And where the case is heading toward a buyout, the valuation is not a detail of the remedy. The valuation is the remedy.....

Legal Shifts Related to Valuing Physician Practice Roll-Ups vs. Dental and Vet Deals

For the better part of the past decade, the standard architecture for private investment in physician practices has been the management services organization (“MSO”) structure. Instead of owning a physician practice, investors have created MSOs to handle billing, real estate, HR, and back-office operations.....

When “Revenue” Stops Meaning What It Used To: The Case Against Revenue Multiples in Healthcare Services

Healthcare dealmakers are not slowing down. According to KPMG’s mid-2025 M&A trends update, 61% of investors expected increased M&A activity in 2025 compared to 2024. That optimism proved directionally right for the market overall, though not for healthcare services specifically.....

Age of Artificial Intelligence - Financial Impact

As the world hits the age of artificial intelligence (“AI”), which has just begun, development will be as crucial as the creation of the personal computer, the Internet, or the mobile phone. Investors, management teams, and everyday participants have begun to take notice and adapt. The impact, from labor to health care to automotive, will be profound....

Valuations, mergers and acquisitions during inflationary periods

It has been said that inflation is taxation without legislation. While there have been numerous discussions on whether inflation is transitory or permanent, we believe that there are arguments to be made on both sides. Each scenario has implications when considering business valuations and mergers and acquisitions....

Business valuations during COVID: Timing is everything

COVID-19 has had a significant impact, whether temporarily or permanently, on the earnings and value of many businesses. With the news of the vaccine rollout, temporary impacts, which started with the pandemic lockdowns, should soon start to fade. However, the value of a business could vary significantly depending on the....

Value Vs. Price: Marketability Discount – Mandelbaum Factors

Examining the Mandelbaum factors and the 10 factors that one should consider in determining the appropriate marketability discount on private company common shares. The 10 factors can also be considered a guide to analyzing risk, from one perspective, of public company shares.....

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