Publications
Boustead & Company Limited affiliate Sutter Securities, Inc.’s Chairman Emeritus and Senior Managing Director, Gil Matthews has more than 50 years of experience in investment banking, and an extensive background in testifying corporate valuations, and in defending opinions in litigation. He has testified in Tax Court both on behalf of the IRS and in cases defending taxpayers against the IRS.
Gil has worked with a wide variety of clients in mergers, acquisitions and divestitures, friendly and unfriendly tender offers, public and private offerings of securities, recapitalizations, bankruptcy and other financial restructurings, and international transactions. He joined Sutter Securities Inc. in San Francisco as a Senior Managing Director in December 1995 and served as Chairman for more than 20 years.
Previously, Mr. Matthews was a Senior Managing Director of Bear, Stearns & Co. Inc., where he chaired the its Valuation Committee and was responsible for all fairness opinions issued by the firm.
For more information contact:
Gilbert E. Matthews
Chairman and Senior Managing Director

Sutter Securities Financial Services, Inc.

gil@suttersf.com

+1 415-352-6336
Below is a list of a few of publications and presentations where Gil has been published:
Publications and Presentations
Book Chapters
“Cost of Capital in Appraisal and Fairness Cases,” in The Lawyer’s Guide to Cost of Capital, S.P. Pratt and R.J. Grabowski, eds. (American Bar Association, 2014).
This chapter discusses court decisions, primarily in Delaware, regarding the various components of WACC (the weighted average cost of capital) and related issues.
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“How Courts View Cost of Capital – Appraisal and Fairness Cases” in Cost of Capital, 5th Ed., S.P. Pratt and R.J. Grabowski (John Wiley & Sons, 2014).
This chapter discusses court decisions, primarily in Delaware, regarding the various components of WACC (the weighted average cost of capital) and related issues.
www.researchgate.net/publication/267568642_Cost_of_Capital_in_Appraisal_and_Fairness_Cases
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“Fair Value in Shareholder Dissent, Oppression and Entire Fairness Cases” (with Michelle Patterson), in Standards of Value: Theory and Application, 2nd Ed., J.E. Fishman, S.P. Pratt and W.J. Morrison (John Wiley & Sons, 2013).
This chapter discusses court decisions in Delaware and other states regarding “fair value” in statutory appraisals and shareholder oppression cases.
www.researchgate.net/publication/262602974_Fair_Value_in_Shareholder_Dissent_and_Oppression
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“Cost of Capital in Appraisal, Oppression and Fairness Cases,” in Cost of Capital in Litigation, 4th Ed., S.P. Pratt and R.J. Grabowski, eds. (John Wiley & Sons, 2010).
This chapter discusses court decisions, primarily in Delaware, regarding the various components of WACC (the weighted average cost of capital) and related issues.
www.researchgate.net/publication/340260796_Cost_of_Capital_in_Appraisal_and_Fairness_Cases
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“Fairness Opinions: Common Errors and Omissions,” in The Handbook of Business Valuation and Intellectual Property Analysis, R. Reilly and R. Schweihs, eds. (McGraw Hill, 2004).
This chapter discusses numerous common errors made by valuators in preparing fairness opinions.
www.researchgate.net/publication/262602983_Fairness_Opinions_Common_Errors_and_Omissions
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“Fairness Opinions,” in Business Valuations for the Legal Practitioner, American Bar Association Center for Continuing Legal Education (American Bar Association, 2001).
This chapter discusses standards of financial fairness, the process of preparing a fairness opinion, and common errors in preparing fairness opinions.
www.researchgate.net/publication/340260784_Fairness_Opinions
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“Fairness Opinions” (with M. Mark Lee), in The Handbook of Advanced Business Valuation, R. Reilly and R. Schweihs, eds. (McGraw Hill, 2000).
This chapter discusses standards of financial fairness and the process of preparing a fairness opinion.
www.researchgate.net/publication/262602986_Fairness_Opinions
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“Fairness Opinions” (with M. Mark Lee), in The Library of Investment Banking, R. Kuhn, ed. (Dow Jones Irwin, 1990).
This chapter discusses standards of financial fairness and the process of preparing a fairness opinion.
www.researchgate.net/publication/262602987_Fairness_Opinions_and_Common_Stock_Valuations
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"Recent Developments in Delaware Valuation Cases," Business Valuation Review Vol 40, No. 1, April 2021.
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"Fair Price for Delaware Fiduciary Actions Can Exceed Appraisal Fair Value," Harvard Law School Forum - 2020
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"Highlights of 2020 Delaware Valuation Decisions," Business Valuation Resources, Business Valuation Update Vol. 27, No. 2, February 2021.
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"Flaws in North Carolina Court’s Appraisal of Reynolds American," Business Valuation Resources, Business Valuation Update Vol. 26, No. 8, August 2020.
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"Analyses of and Takeaways From Recent Delaware Valuation Decisions," AIRA Journal, Vol. 33 No. 1 - 2020
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“The ‘Market Exception’ in Appraisal Statutes,” Harvard Law School Forum on Corporate Governance and Financial Regulation, March 30, 2020.
This article reviews the use of the “market-out exception” to deny appraisal rights to shareholders of publicly traded shares and examines the applicability of this exception on a state-by-state basis.
corpgov.law.harvard.edu/2020/03/30/the-market-exception-in-appraisal-statutes/
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“Valuation Decisions by the Delaware Supreme Court, 2017-2019,” Financial Valuation and Litigation Expert, February/March 2020.
This article discusses Delaware Supreme Court decisions in 2017-19 regarding corporate valuations, primarily in appraisal cases.
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“Delaware Appraisal Decisions,” Harvard Law School Forum on Corporate Governance and Financial Regulation, January 12, 2020.
This article discusses 2019 Delaware Supreme Court and Court of Chancery decisions regarding corporate valuations.
corpgov.law.harvard.edu/2020/01/12/delaware-appraisal-decisions/
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“Impact of Contractual Rights on Preferred Stock Valuations in Delaware,” Business Valuation Review, Winter 2019.
This article discusses how contractual rights affect preferred stock valuations in Delaware courts.
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“Highlights of 2019 Delaware Valuation Decisions,” Business Valuation Update, November 2019.
This article discusses 2019 Delaware Supreme Court and Court of Chancery decisions regarding corporate valuations.
www.researchgate.net/publication/340373484_Highlights_of_2019_Delaware_Valuation_Decisions
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“‘Oh, What a Tangled Web We Weave’: Recent Developments in Delaware on Investment Bank Liability for M&A Services,” Business Valuation Update, February 2019.
This article discusses Delaware cases regarding when investment banks may be deemed liable for aiding and abetting directors’ breach of their fiduciary duties.
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“Creative Destruction and the Perpetual Growth Assumption,” Business Valuation Review, Winter 2018.
This article discusses the impact of corporate mortality on the perpetual growth assumption used for determining terminal value in a DCF calculation.
www.researchgate.net/publication/331104907_Creative_Destruction_and_the_Perpetual_Growth_Assumption
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“Investment Banker Liability for M&A Services,” Harvard Law School Forum on Corporate Governance and Financial Regulation, November 12, 2018.
This article discusses Delaware cases regarding when investment banks may be deemed liable for aiding and abetting directors’ breach of their fiduciary duties.
https://corpgov.law.harvard.edu/2018/11/12/investment-bank-liability-for-ma-services/
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“Fairness Opinions, Experts, and the Courts: A Comparison of Valuation Methods in Delaware Appraisals,” Financial Valuation and Litigation Expert, October/November 2018 [translated into Chinese, Appraisal Journal of China, October 2019].
This article discusses the valuation methods used by fairness opinion providers, expert witnesses, and the Court of Chancery in statutory appraisals. It also posits that the Court should make greater use of the comparable company method, which is used in most investment bankers' fairness opinions but is seldom used by the Court.
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“Aruba Networks: Should Appraisals Rely on Unaffected Market Price?” Business Valuation Update, October 2018.
This article criticizes the Delaware Court of Chancery’s use of unaffected market price in appraising Aruba Networks.
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“Stale Fairness Opinions in Related Party Transactions Should Be Updated,” Business Valuation Update, September 2018.
This article criticizes the common practice of including outdated fairness opinions in proxy statements.
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“Delaware’s Unwarranted Assumption that Capex Should Equal Depreciation in a DCF Model” (with Arthur H. Rosenbloom), Business Valuation Update, August 2018.
This article discusses the fallacy of assuming that depreciation should equal capital expenditures in a perpetual growth model.
“Delaware’s Unwarranted Assumption in DCF Pricing” (with Arthur H. Rosenbloom), Harvard Law School Forum on Corporate Governance and Financial Regulation, May 15, 2018.
This article discusses the fallacy of assuming that depreciation should equal capital expenditures in a perpetual growth model.
https://corpgov.law.harvard.edu/2018/05/15/delawares-unwarranted-assumption-in-dcf-pricing/
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“Delaware Appraisal Litigation: Non-Arm’s-Length Transactions, Arm’s-Length Transactions and the Anna Karenina Principle” (with Arthur H. Rosenbloom), Harvard Law School Forum on Corporate Governance and Financial Regulation, March 11, 2018.
This article studies Delaware appraisal cases from 1998 through 2017 and discusses the difference between the Court of Chancery’s approaches in arm’s-length transactions and related party transactions.
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“Valuation of Dual Class Shares,” Business Valuation Update, October 2017.
This article discusses the premiums applicable to high-vote shares based on premiums in U.S. acquisitions and recapitalizations in which high-vote shares received a premium.
www.researchgate.net/publication/327061963_Valuation_of_Dual_Class_Shares
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“Statutory Fair Value in Dissenting Shareholder Cases,” Business Valuation Review, Spring 2017 (Part I) and Summer 2017 (Part II).
These two articles discuss court decisions in Delaware and other states regarding “fair value” in statutory appraisals.
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“The Flawed Perpetual Growth Assumption and Its Effect on Terminal Value,” Financial Valuation and Litigation Expert, June/July 2017.
This article discusses the impact of corporate mortality on the perpetual growth assumption used for determining terminal value in a DCF calculation.
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Stock-for-Stock Mergers: An Empirical Study of Fairness Determinations in Fairness Opinions,” Business Valuation Review, Winter 2016.
This article analyzes valuation approaches used in fairness opinions in proxy statements for stock-for-stock mergers during two 12-month periods and critiques some of the methods.
“Private Company Discounts Are Not Caused by Lack of Marketability” (with Michelle Patterson), Business Valuation Update, June 2016.
This article rebuts the premise that private company discounts are marketability discounts.
“New York’s Unfair Application of Shareholder-Level Marketability Discounts” (with Michelle Patterson), Business Valuation Update, January 2016.
This article criticizes the application of marketability discounts in fair value cases in New York.
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“How the Court Undervalued the Plaintiffs’ Equity in Ferolito v. AriZona Beverages – Part II: Ferolito and the Application of DLOM in New York Fair Value Cases” (with Michelle Patterson), Financial Valuation and Litigation Expert, June/July 2015.
This article criticizes the application of a marketability discount in a major N.Y. fair value decision.
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“How the Court Undervalued the Plaintiffs’ Equity in Ferolito v. AriZona Beverages – Part I: Tax-Affecting S Corporation Earnings,” Financial Valuation and Litigation Expert, April/May 2015.
This article criticizes that the tax-effecting of an S corp in a major New York fair value decision.
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“Public Shareholders, Fair Value, and the ‘Market-Out Exception’ in Appraisal Statutes” (with Michelle Patterson), Business Valuation Update, February 2015.
This article reviews the use of the “market-out exception” to deny appraisal rights to shareholders of publicly traded shares and examines the applicability of this exception on a state-by-state basis.
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“Capital Expenditures, Depreciation and Amortization in the Gordon Growth Model,” Business Valuation Review, Winter 2014.
This article discusses the fallacy of assuming that depreciation should equal capital expenditures and the appropriate treatment of amortization in a perpetual growth model.
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“Amortization Should be Excluded from Terminal Value Calculations,” Financial Valuation and Litigation Expert, Feb./Mar. 2014.
This article discusses the appropriate treatment of amortization in a perpetual growth model.
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“Valuation Methods in Fairness Opinions: An Empirical Study of Cash Transactions,” Business Valuation Review, Summer 2012.
This article analyzes valuation approaches used in fairness opinions in proxy statements or tender offers in U.S. all-cash acquisitions during a 24-month period and critiques some of the methods.
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“An Investment Banking View of Enterprise Value,” Financial Valuation and Litigation Expert, Feb./Mar. 2012.
This article discusses how investment bankers treat cash in defining enterprise value.
www.researchgate.net/publication/340362998_An_Investment_Banking_View_of_Enterprise_Value
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“Fairness Opinions in Affiliated Party Transactions” (with Michelle Patterson), Journal of Business Valuation, Vol. 2, 2011
This article discusses fairness opinions in related party transactions and relevant FINRA and SEC requirements.
www.researchgate.net/publication/262602958_Fairness_Opinions_in_Affiliated_Party_Transactions
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“Fairness Opinions in Affiliated Party Transactions” (with Michelle Patterson), Business Valuation Update, March and April 2011.
This article discusses fairness opinions in related party transactions and relevant FINRA and SEC requirements.
www.researchgate.net/publication/340362922_Fairness_Opinions_in_Affiliated_Party_Transactions
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“Cost of Capital in Appraisal, Oppression and Fairness Cases,” Business Valuation Review, Winter 2010.
This article discusses court decisions, primarily in Delaware, regarding the various components of WACC (the weighted average cost of capital) and related issues.
www.researchgate.net/publication/262602759_Cost_of_Capital_in_Appraisal_and_Fairness_Cases
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“Testing for an ‘Implied Minority Discount’ in Guideline Company Prices” (with Michelle Patterson), Financial Valuation and Litigation Expert, June/July 2009.
This article discusses how the comparison of acquisition multiples (adjusted for synergies and market conditions) and market multiples can be used for determining minority discounts.
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“Misuse of Control Premiums in Delaware Appraisals,” Business Valuation Review, Summer 2008.
This article critiques court decisions in Delaware that applied the now-rejected assumption that market prices of shares always included a minority discount.
www.researchgate.net/publication/262602925_Misuse_of_Control_Premiums_in_Delaware_Appraisals
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“The Superiority of the Harmonic Mean as a Method for Averaging Multiples of Guideline Companies and Acquisitions,” Financial Valuation and Litigation Expert, June/July 2008.
This article discusses why harmonic means are statistically superior to arithmetic means in averaging data with price in the numerator.
“Errors and Omissions in DCF Calculations: A Critique of Delaware’s Dr Pepper Appraisal,” Business Valuation Update, October 2007.
This article discusses mathematical and conceptual errors in the Delaware Court of Chancery’s Dr Pepper Bottling decision.
“Fairness in Delaware Freezeout Transactions: How Two Discrepant Legal Standards Affect Valuations” (with Michelle Patterson), Financial Valuation and Litigation Expert, August/September 2007.
This article discusses the differing legal standards then applied to one-step and two-step mergers.
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“A Review of Valuations in Delaware Appraisal Cases, 2004–2005,” Business Valuation Review, Summer 2006.
This article reviews valuation decisions by the Delaware Court of Chancery in 2004 and 2005.
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“When Averaging Multiples, Apply the Harmonic Mean,” Business Valuation Update, June 2006.
This article discusses why harmonic means are statistically superior to arithmetic means in averaging data with price in the numerator.
www.researchgate.net/publication/340352779_When_Averaging_Multiples_Apply_the_Harmonic_Mean
“How Should Trapped-In Capital Gains Taxes Be Valued?” (with M. Mark Lee), Business Valuation Update, August 2004.
This article discusses the appropriate treatment of built-in capital gains in valuation cases.
“Cede & Co. vs. Technicolor, Inc., Delaware Oldest Valuation Case,” Business Valuation Update, June 2004.
This article discusses the long line of Delaware Supreme Court and Court of Chancery decisions in this appraisal and entire fairness case.
“CapX = Depreciation Is Unrealistic Assumption for Most Terminal Values,” Business Valuation Update, March 2002.
This article discusses the fallacy of assuming that depreciation should equal capital expenditures in a perpetual growth model.
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“Comments on the Reversal of Simplot,” Business Valuation Update, July 2001.
This article discusses the reversal of the Tax Court’s Simplot decision and its impact on the valuation of shares of dual-class companies.
www.researchgate.net/publication/340315583_Comments_on_the_reversal_of_Simplot
“Pitfalls in Fairness Opinion Valuations,” Judges & Lawyers Business Valuation Update, April 2001.
This article discusses numerous common errors made by practitioners in valuations for fairness opinions.
www.researchgate.net/publication/340315181_Pitfalls_in_fairness_opinion_valuations
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“Another View of Simplot,” Valuation Strategies, January/February 2000.
This article discusses a Tax Court opinion regarding the premium applied to a class of voting shares that had 100% of the vote but were less than 1% of the outstanding shares.
www.researchgate.net/publication/340315485_Another_View_of_Simplot
“Matthews Critiques Mercer's Simplot Case Review,” Business Valuation Update, July 1999.
This article discusses a Tax Court opinion regarding the premium applied to a class of voting shares that had 100% of the vote but were less than 1% of the outstanding shares.
www.researchgate.net/publication/340315482_Matthews_critiques_Mercer's_Simplot_case_review
“Delaware Court Adds Control Premium to Subsidiary Value: Hintmann v. Fred Weber, Inc.,” Business Valuation Update, May 1998.
This article discusses the Delaware Court of Chancery’s decision in Hintmann and criticizes its application of a control premium to a wholly-owned subsidiary.
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“Delaware Court Relies on Comparable Acquisition Method: LeBeau v. M.G. Bancorporation, Inc.,” Business Valuation Update, March 1998.
This article discusses and critiques the Delaware Court of Chancery’s valuation methodology and conclusion in LeBeau.
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Presentations Since 2000
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"Delaware Valuation Case Law Updates," October 2020. ASA International Conference.
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“Lessons Appraisers Need to Know from Recent Delaware Valuation Cases,” 2019 AICPA Forensic & Valuation Services Conference, November 2019.
This presentation discusses Delaware appraisal standards, valuation methodology in Delaware appraisal, and 2017-19 Delaware Supreme Court decisions and 2019 Court of Chancery decisions regarding corporate valuations.
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“Pitfalls in Determining Terminal Value in the DCF Model,” Advanced Business Valuation Conference, American Society of Appraisers, October 2017.
This presentation discusses the perpetual growth rate and firm mortality, the relationship between capital expenditures and depreciation, the appropriate treatment of amortization, and the trend toward using lower long-term growth rates.
www.researchgate.net/publication/339780625_Pitfalls_in_Determining_Terminal_Value_in_the_DCF_Model
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“Cautionary Notes on Determining Terminal Value in the DCF Model,” 5th Annual International Conference, Organismo Italiano di Valutazione, January 2017.
This presentation discusses the perpetual growth rate and firm mortality, the relationship between capital expenditures and depreciation, the appropriate treatment of amortization, and the trend toward using lower long-term growth rates.
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“Fair Value in Shareholder Dissent and Oppression,” Advanced Business Valuation Conference & International Appraiser Conference, American Society of Appraisers, September 2016.
This presentation discusses court decisions in Delaware and other states regarding “fair value” in statutory appraisals and shareholder oppression cases.
www.researchgate.net/publication/309127016_Fair_Value_in_Statutory_Appraisal
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“Valuation of Shares of Companies with a Dual Class Structure,” Advanced Business Valuation Conference, American Society of Appraisers, September 2016.
This presentation discusses the premiums applicable to high-vote shares based on premiums in U.S. acquisitions and recapitalizations in which high-vote shares received a premium.
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“Valuation Methods in Fairness Opinions,” 4th Annual International Conference, Organismo Italiano di Valutazione, November 2015.
This presentation reviews valuation approaches used in fairness opinions in proxy statements or tender offers in U.S. all-cash acquisitions during a 24-month period and critiques some of the methods.
www.researchgate.net/publication/340314718_Valuation_Methods_in_Fairness_Opinions
“Valuation of Dual Class Shares,”3rd Annual International Conference, Organismo Italiano di Valutazione, January 2015.
This presentation discusses the use of dual class structures in various countries and the premiums paid to high-vote shares in acquisitions and recapitalizations in which high-vote shares received a premium.
www.researchgate.net/publication/340314112_Valuation_of_Shares_in_Dual_Class_Companies
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“Fair Value in Shareholder Dissent in the U.S.,” 2nd Annual International Conference, Organismo Italiano di Valutazione, November 2013.
This presentation addresses fair value, which is the predominant standard of value employed by state courts to determine the value of minority shares in appraisal cases.
www.researchgate.net/publication/267764871_Fair_Value_in_Shareholder_Dissent_in_the_US
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“Control Premiums in Corporate Valuations” 1st Annual International Conference, Organismo Italiano di Valutazione, October 2012.
This presentation discusses levels of value and the use and misuse of control premiums in valuations.
www.researchgate.net/publication/340310617_Control_Premiums_in_Corporate_Valuations
“Fairness Opinions in Affiliated Party Transactions,” Joint Advanced Business Valuation Conference, American Society of Appraisers & The Canadian Institute of Chartered Business Valuators, October 2010.
This presentation discusses fairness opinions in related party transactions and relevant FINRA and SEC requirements.
www.researchgate.net/publication/340310375_Fairness_Opinions_in_Affiliated_Party_Transactions
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“Control Premiums, Minority Discounts, and ‘Implicit Minority Discounts’ in Delaware Law” (with Prof. Lawrence A. Hamermesh), Advanced Business Valuation Conference, American Society of Appraisers, October 2009.
“An Appraiser’s Perspective in the Valuation of Closely-Held Interests and the Discounts Available,” 61st Conference, Institute of Federal Taxation, November 2002.
“Fairness Opinions and Fair Value,” Business Valuation for the Legal Practitioner, American Bar Association Center for Continuing Legal Education and the Family Law Section, May 2001.
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“The Valuation Controversy” (with John W. Porter, John F. Ramsbacher, and Arthur D. Cederbaum), 59th Conference, Institute of Federal Taxation, November 2000.
“Understanding Business and Investment Entity Appraisals” (with Dennis Belcher and Curtis Kimball), Financial Analysis for Estate Planners, The American College of Trust and Estate Counsel (ACTEC), June 2000.
Webinars
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“The Tax Cuts & Jobs Act – New Cost of Capital Impacts” (with Jay Fishman, Roger Grabowski and Jeffrey Tarbell), webinar, American Society of Appraisers, March 2018.
This presentation discusses the impact of the Tax Cuts and Jobs Act of 2017 on DCF calculations.
www.researchgate.net/publication/340388943_The_Impact_of_TCJA_on_Cost_of_Capital
“Depreciation and Amortization in DCF Analyses and the Impact of the New Tax Law,” webinar, Business Valuation Resources, February 2018.
This presentation discusses the fallacy of assuming that depreciation should equal capital expenditures, the appropriate treatment of amortization in a perpetual growth model, and the impact of the Tax Cuts and Jobs Act of 2017 on DCF calculations.
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“Pitfalls in Determining Terminal Value in the DCF Model,” webinar, American Society of Appraisers, November 2017.
This presentation discusses the perpetual growth rate and firm mortality, the relationship between capital expenditures and depreciation, the appropriate treatment of amortization, and the trend toward using lower long-term growth rates.
www.researchgate.net/publication/340388750_Pitfalls_in_Determining_Terminal_Value_in_the_DCF_Model
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“Capital Expenditures, Depreciation and Amortization in the Gordon Growth Model,” webinar, Business Valuation Resources, June 2016.
This presentation discusses the fallacy of assuming that depreciation should equal capital expenditures and the appropriate treatment of amortization in a perpetual growth model.
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“The Cost of Capital in Shareholder Dissent and Entire Fairness Cases,” webinar, Business Valuation Resources, January 2015.
This presentation discusses court decisions, primarily in Delaware, regarding the various components of WACC (the weighted average cost of capital) and related issues.
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“Valuation Issues in Shareholder Dissent and Oppression Cases” (with Jay Fishman), webinar, Business Valuation Resources, October 2010; transcript in BVR’s Guide to Fair Value in Shareholder Dissent, Oppression, and Marital Dissolution, A. Manson, ed. (Business Valuation Resources, 2011).
This presentation discusses court decisions in Delaware and other states regarding “fair value” in statutory appraisals and shareholder oppression cases.
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“Implied Minority Discounts in Statutory Fair Value: The Doctrine That Just Won’t Die” (with Prof. Michael L. Wachter), webinar, Business Valuation Resources, March 2010; transcript in BVR’s Guide to Fair Value in Shareholder Dissent, Oppression, and Marital Dissolution, A. Manson, ed. (Business Valuation Resources, 2011).
This presentation discusses and critiques court decisions in Delaware that applied the now-rejected assumption that market prices of shares always include a minority discount.
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