Consulting

BUSINESS VALUATION

Gettry Marcus provides an array of valuation services to various types of clients, including attorneys, courts, business owners, estates, Receivers, Trustees and current and prospective lenders and investors. The valuation process is complex and requires professional judgment and expertise.

Our business valuation professionals have experience in valuing business ownership interests in a wide variety of industries for many different legal, strategic, and business purposes. Our valuation process involves a careful analysis and assessment of all the specific facts and circumstances. Gettry Marcus’ dedicated business valuation specialists, with practical experience, professional resources, and specialized credentials, have strong business appraisal skills and knowledge to meet a wide range of valuation challenges.

In succession planning and/or trust, gift, or estate tax matters, credible, defensible valuations are critical elements for business and tax planning, as well as compliance. We combine a thorough knowledge of tax planning strategies within the highly specialized discipline of business valuation. Our valuation analyses and reports are thoroughly supported and documented, and prepared based upon the unique facts and circumstances of the entity at the time of the valuation.

Commercial litigation cases often require the valuation of a business. Gettry Marcus’ credentialed business valuation specialists possess the expertise to provide valuation services for businesses in varied industries.

General

  • Analysis for lack of control, marketability, and other discounts
  • Buy/sell agreements
  • Discounts applicable to fractional interests
  • Discounts applicable to undivided interests
  • Due diligence
  • Employee Stock Ownership Plans
  • Interests in privately held businesses, including control and minority interests
  • New partner/shareholder admissions or buyouts
  • Recapitalization and loan financing
  • Valuing options granted as compensation

Business Valuation in Litigation

  • Advancing or defending claims by, or against, a trust or estate
  • Business interruption claims
  • Contract disputes and economic damages computations
  • Dissenting shareholder and minority oppression cases
  • Matrimonial
  • Partner/Shareholder disputes
  • Partnership dissolutions

Business Valuation for Bankruptcy

  • Adversarial proceedings
  • Assessment of the debtor’s reorganization value
  • Claims determination
  • Determination of liquidation value
  • Solvency analysis

Tax Planning and Compliance

  • Closely held securities for charitable gifting purposes
  • Corporate reorganizations
  • Gifting
  • Representing clients before taxing authorities
  • S Corporation conversions
  • Strategic tax planning upon a liquidity event
  • Succession planning
  • Valuation for transfers of ownership interests
  • Valuation for trust and estate administration

Expert Witness Services

  • Assist in depositions and trial preparation
  • Critique opposing expert’s report
  • Provide expert testimony

We maintain active roles in many professional organizations in our disciplines, and contribute articles to nationally recognized peer reviewed journals and publications. We have attained the highest level of credentials within our profession and serve as national instructors and lecturers to various professional groups, including state CPA organizations, on various business valuation and forensic accounting topics.

We Maintain Active Memberships in the Following Professional Associations:

  • American Bar Association (Associate Member, Section of Litigation)
  • American College of Forensic Examiners
  • American Institute of Certified Public Accountants
  • American Society of Appraisers
  • Associated Licensed Detectives of New York State
  • Association of Certified Fraud Examiners
  • Financial Consulting Group
  • Institute of Business Appraisers
  • National Association of Certified Valuators and Analysts
  • New York State Society of Certified Public Accountants
  • Society of Professional Investigators
  • The Estate Planning Council of Nassau County

Practice Leader

RUSSELL T. GLAZER
rglazer@gettrymarcus.com
516-364-3390 x208

Business Valuation Case Studies

Business Interruption Claims

Assignment:
As the basis for an insurance claim, we performed a business valuation of a restaurant that was destroyed by a fire. The restaurant was located in lower Manhattan and had been adversely affected by local events.

Result:
By using normalization and weighting techniques, we were able to increase the value of the restaurant and our client’s settlement.

Buy/Sell Agreements

Assignment:
The owners of an established, successful business needed to determine the fair market value of their company. They wanted to incorporate this value into their shareholders agreement relating to the dissociation clauses which may affect either owner in the future. Their existing agreement had a value definition and formula which failed to properly represent the true value of the company.

Result:
Through our application of the appropriate methods and value calculations, we were able to provide the owners and their families with the future protection they needed by establishing the entity’s fair market value, which was almost twice the amount calculated under the original shareholder’s agreement value formula.


Assignment:
We were retained by a New York entertainment magazine publisher to value both the 100% interest and a 1% limited partnership interest for the purpose of determining the amount to be paid to a departing executive.

Result:
Working with the company’s CFO and the treasurer from its controlling foreign partner, we calculated a range of values based on different terminal value scenarios, which offered our client the needed flexibility to negotiate the executive’s payout.

Due Diligence

Assignment:
On behalf of the buyer, we performed due diligence on the financial operations of a large retail store to determine its fair market value for a potential acquisition. Working with the client, we prepared projections of the company’s future earnings, including appropriate adjustments.

Result:
Based on our findings, we determined the seller’s asking price was 40% greater than the fair market value of the company, leading our client to withdraw from the transaction.


Assignment:
On behalf of the seller of a large medical equipment distributor, we prepared the company’s balance sheet at the closing date for the purpose of a purchase price adjustment. The buyer’s accountants prepared their own balance sheet to be used to calculate any purchase price adjustment which was based on an agreed upon amount of working capital.

Result:
The buyer’s accountants arrived at a balance sheet which reflected a shortage of required working capital totaling $1.5 million, while Gettry Marcus’s balance sheet reflected a shortage of $200,000. We were able to prove that our working capital calculation was correct and highlighted many errors and items not properly considered by the buyer’s accountants. Based on our findings we were able to save our client $1.3 million on the purchase price adjustment.

Estate Administration

Assignment:
We were engaged to value a decedent’s 50% interest in a wholesale distributorship in order to establish the value to be reported on the estate tax return.

Result:
Based on our research and interviews with the company’s personnel, we determined the decedent was the key person in the company, responsible for managing all relationships with their major customer and overseas manufacturing contractor. We applied a significant key-man discount to the fair market value of the company and reduced the taxable estate by $1.4 million. Upon subsequent challenge by the Internal Revenue Service, our key-man discount was accepted without change.

Gifting

Assignment:
As part of his overall estate plan, our client wished to gift limited interests in the family limited partnership to his children and grandchildren. The partnership’s assets included residential buildings in New York City and a portfolio of marketable securities valued in total at $6.5 million.

Result:
Utilizing our experience, coupled with our focused research, we valued the gifted interests applying an appropriate minority discount which will provide future tax savings to our client’s estate.

Matrimonial

Assignment:
We were retained by a non-owner spouse to perform a forensic accounting investigation and business valuation of the owner spouse’s business in a marital dissolution case. Historically, the business reported minimal net income resulting in nominal value.

Result:
While performing our forensic accounting review we uncovered sizeable undocumented disbursements, which resulted in a reduction of the company’s net income. By adding back these disbursements to net income, the value of the company was increased by approximately $1 million and our client’s equitable distribution by approximately $500,000.

Partner/Shareholder Disputes

Assignment:
We were retained, in an arbitration case, by a dissenting minority shareholder of a fitness club who was being forced out by the majority shareholders. The majority shareholders were intentionally not soliciting new members in order to reduce the value of the business until the minority shareholder’s interest was purchased. The majority shareholders’ expert valued the business at zero based strictly on the book value from historical financial statements.

Result:
We were able to obtain operating information of fitness clubs similar in size and geographic location to the subject club and prepared pro-forma income statements based on membership levels of comparable facilities. We prepared our report according to New York State’s standard of fair value which does not recognize discounts for minority interests in dissenting shareholder actions. From this, the arbitrator determined that if the company was managed properly it would have significant value, and ruled in favor of our client.


Assignment: 
Gettry Marcus was retained by counsel to represent a medical doctor holding a minority interest in a multi-location medical practice, with annual revenues in excess of $100 million. In addition, there were multiple real estate holdings owned by the same shareholders in separate entities. We were engaged to evaluate an existing buyout offer, and perform an extensive forensic examination of the medical practice and real estate entities.

Result: 
Our forensic investigation yielded several instances of undisclosed corporate opportunities being diverted from the medical practice where our client was a partner. In addition, we documented examples of the medical practice paying personal expenditures and unauthorized disbursements for the benefit of the other partners. We also identified several instances where funds of the medical practice were used to acquire real estate that was titled in the names of the other partners. These findings, when presented to the existing partners, resulted in the purchase price being increased by approximately eight-fold. We also worked closely with tax counsel regarding tax planning and projections associated with the transaction.


Assignment: 
Gettry Marcus was retained by counsel representing the Plaintiff, a 50% owner of a $30 million privately held company, to calculate the amount due to his client related to the disproportionate benefits which had been received by the Plaintiff’s partner. We were also engaged to value the Plaintiff’s interest for the purpose of negotiating a buyout. We prepared analyses detailing the various manners in which our client’s partner had diverted corporate opportunities and funds to himself and to entities in which our client did not have an ownership interest.

Result: 
Our investigation resulted in a buyout transaction with terms that far exceed the amounts previously offered to our client by his partner, and with the opportunity to realize even greater sums if reasonable growth targets were achieved.