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Fair Market Value and the Nonexistent Marketability Discount for Controlling Interests

Chris Mercer

This post provides a discussion of several implications of the definition of the standard of value known as fair market value. We focus first on the definition of fair market value. We then look at the implications for the so-called “marketability discount for controlling interests.”

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Interim Guidance on Stock Buyback Excise Tax Confirms Broad Application to M&A and Capital Market Transactions

Cooley M&A

The Excise Tax generally applies to the fair market value of stock repurchased in a taxable year, net of the fair market value of stock issued in the same taxable year, with certain modifications. There is a rebuttable presumption under the Notice, however, that such exception does not apply.

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Guest Post: Illinois Appraisal and Valuation Rights: An Overview

Appraisal Rights

Further, while the statute defines “fair value” to eliminate the marketability and minority discounts typically associated with “fair market value” valuations, courts in Illinois have found that “fair market value” is a relevant factor to be considered when determining “fair value.”

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Guest Post: Properly Applying Valuation Discounts in a Business Divorce

Appraisal Rights

This includes reviewing business information and assessing equity risk in order to produce a value conclusion addressing those risk factors. Valuation discounts are essentially the difference between fair value and fair market value. Declare/pay shareholder dividends. Influence and control the board.

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Mercer’s Musings #4: Factors to Consider in Valuing Partial Ownership Interests

Chris Mercer

Expected economic benefits associated with the subject interest, which come from interim benefits (dividends or distributions) and a terminal cash flow when the investment is sold or liquidated. Interest-level benefits may be affected by such factors as: (1) The history of dividends or distributions, including both timing and amounts. (2)

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No Marketability Discounts or Discounts for Illiquidity for Controlling Interests of Companies

Chris Mercer

My most recent post, titled Fair Market Value and the Nonexistent Marketability Discount , generated quite a discussion when posted on LinkedIn. The post provided a solid rationale that there is no such thing as a marketability discount for controlling interests of companies. ” (emphasis in original) (pp.

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Revenue Ruling 59-60 and USPAP Standards in Business Appraisal

Equilest

It provides guidelines on how to determine the fair market value of a closely held business for estate and gift tax purposes. These factors collectively help establish a fair market value that reflects what a willing buyer and a willing seller would agree upon in an arm’s-length transaction.