Planning for Closely Held Business Owners - 9 Types of Discounts and Premiums Flashcards
Describe different types of discounts and premiums.
Explain the ordering for applying discounts in the business valuation
process.
When discounts or premiums may apply to a business valuation
The value of a certain number of shares of outstanding stock of a closely held corporation may be equal to t
Their proportionate part of the value of the corporation.
when the corporation whose stock is being valued is a holding company, rather than an operating company
The value of a certain number of shares of outstanding stock of a closely held corporation may be equal to their proportionate part of the value of the corporation.
Business valuation discounts have been allowed in the following circumstances:
- The stock being valued represents a minority interest in the closely held corporation (
- The stock is subject to buy-sell restrictions
- The stock is not registered for public sale;
- Sale of the stock is subject to SEC restrictions
lack of marketability of the stock ( - a large block of stock being valued
- expenses of liquidating the corporation
- lack of diversification in an operating corporation’s business (
- lack of diversification in an investment corporation’s stock portfolio
- loss of a key management person (see VALUE: 9,054.20); recurring investment losses;
- incremental management costs due to the nonhomogeneous nature of the corporation’s assets
- built-in capital gains
- corporate business problems
- lack of voting rights
No discount in stock value is allowed to reflect built-in capital gains tax liability on an installment obligation when the likelihood of payment of the tax is
speculative.
In determining the value of a block of stock in a closely held corporation, consideration should be given to the degree of control of the corporation represented by the block of stock being valued. A discount to the value of a block of stock that represents only a _________________might be appropriate, while a premium might be added to the value of a block of stock which permits the owner to ______________________.
In determining the value of a block of stock in a closely held corporation, consideration should be given to the degree of control of the corporation represented by the block of stock being valued. A discount to the value of a block of stock that represents only a minority interest might be appropriate, while a premium might be added to the value of a block of stock which permits the owner to control the corporation.
a controlling shareholder may have all or some of the following powers:
- the right to elect the entire corporate board of directors; * the right to remove directors; * the right to appoint and remove corporate officers; * control over the amount and timing of the payment of dividends; 8 and * ability to compel liquidation of corporate assets.
What is a control premium?
A control premium is an amount that a buyer is sometimes willing to pay over the current market price of a publicly traded company in order to acquire a controlling share in that company.[1]