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Valuable Conversations Attorneys and Business Appraisers Must Have: Buy-Sell Agreements, Appraisal Review, Gift & Estate Taxes, Litigation & More



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Quite often, attorneys and business appraisers do not get around to having frank discussions about many valuation-related issues and matters until someone’s ox is in the ditch.  In this session, L. Paul Hood, Jr., a recovering tax lawyer, and Z. Christopher Mercer, FASA, CFA, ABAR, a self-described businessman and valuation guy, will engage in some of these sometimes fierce conversations for the benefit of attendees. Topics include:

  • Buy-sell agreements are ubiquitous and virtually always problematic.  Paul and Chris will address a number of issues that create problems when buy-sell agreements are triggered, focusing on what can be done now, with new agreements, or with modifications to existing agreements, to prevent future time bombs from exploding on clients.  Talking in the context of real-life examples, they will discuss:
    • The “words on the pages” that must be present to describe workable valuation processes.
    • Basic problems can exist regardless of the sophistication of counsel or the size of the clients. 
    • A common, seemingly logical method for averaging a third appraisal conclusion with the first two can lead to surprising and disturbing results.
    • The TCJA can have a major impact on the operation of buy-sell agreements.
    • Valuation expert vs. industry expertise for buy-sell agreement appraisals.
  • Replication is at the heart of business appraisal review.  Paul, co-author of A Reviewer’s Handbook to Business Valuation, and Chris will share a number of things that appraisers and attorneys should talk about regarding the review of business appraisals.
  • Everyone knows about fair market value, of course, but do we?  Paul and Chris will talk about this ever-present standard of value in a new context.  There are hypothetical willing buyers and sellers, of course.  But both of them must be present in the hypothetical negotiations represented by appraisal reports.
  • In the context of litigation, do you want an expert who testifies or an expert testifier? 
  • Advocacy can ruin the credibility of an expert’s opinion and cause the client to lose big in court.  We will examine the single chart that exposed the bias of an expert in a contentious business divorce.

Christopher Mercer, FASA, CFA, ABAR, Chris Mercer is a self-styled businessman and valuation guy.  He founded Mercer Capital (www.mercercapital.com)  in 1982, and it is now one of the largest independent business appraisal firms in the nation, with offices in Memphis, Nashville, Dallas, and Houston. Chris has several valuation credentials: he is a Fellow of the American Society of Appraisers (FASA), a Chartered Financial Analyst (CFA), and holds the Accredited in Business Appraisal Review (ABAR) designation. Chris is the author of ten books on or related to business valuation, including three books on buy-sell agreements.  His forthcoming fourth book on buy-sell agreements is targeted to help attorneys draft the thorny valuation sections of agreements.  It should be available within three months.  And the third edition of Business Valuation: An Integrated Theory, is at the publisher and will be available later this year.

In addition, Chris has written hundreds of articles and blog posts on business valuation. His blog (www.ChrisMercer.net) has introduced many ideas that have become part of the business valuation world. Chris has been writing and speaking about business valuation and related topics for many years.  He has addressed groups of business appraisers, attorneys, accountants, financial planners, and business owners on hundreds of occasions.  He is a nationally known expert on business valuation and has testified in numerous federal courts and at least twenty state courts over his career.  Topics of testimony include business valuation, economic damages, statutory fair value (dissenters’ rights), appraisal review, and buy-sell agreement disputes. Chris brings real world experience to business valuation.  He has been on the board of several private companies and one public company, and now serves as chair of the executive committee for a private, nurse staffing company. His valuation practice also involves consulting with numerous successful private and family businesses on ownership and management transitions, and on achieving liquidity without selling out.

A native of Louisiana (and a double LSU Tiger), Paul Hood obtained his undergraduate and law degrees from Louisiana State University and an LL.M. in taxation from Georgetown University Law Center before settling down to practice tax and estate planning law in the New Orleans area. Paul has taught at the University of New Orleans, Northeastern University, The University of Toledo College of Law and Ohio Northern University Pettit College of Law. The proud father of two Eagle Scouts and LSU Tigers, Paul has authored or co-authored seven books and hundreds of professional articles on estate and tax planning and business valuation.  He was with The University of Toledo Foundation for over four years as Director of Planned Giving, leaving in January 2018. He can be contacted at paul@paulhoodservices.com

 

 



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