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defense of values if contested in tax court and to maximize nontaxable proceeds to survivors; (d) key-person insurance may require estimated value reviews in light of most likely payouts in the events of owner(s) death(s) To assume there is only one correct estimate of value is a mistake, and as we know or will learn in the process, right is a matter of opinion Thus, closely held business valuations should be balanced between two opposing forces for the most reliable estimates to hit their targets The following list includes the minimal information that is necessary to conduct valuations 1 Learn the basic company history Bylaws and/or agreements between several owners may specify the scheme to be used in valuing speci c companies or partnerships Partnership buy/sell agreements (for the events of death or outright sale between principals) are notorious for stipulated valuation clauses Constructed by lawyers, these clauses can describe off-the-shelf processes that may or may not be entirely germane to a speci c company need However, when formally agreed between principals, the choice for techniques being applied must follow the agreement or requires the full written consent by all principals to change Bylaws and minutes from director meetings may describe the overview of company business, highlight particular problems encountered, and/or describe dif culties between owners Although these can provide valuable insights, one must recognize that many smaller companies don t document meetings and may not even go through the process Therefore, brie y described company histories by owners tend to be as reliable, if not more reliable, than corporate records Nevertheless, these records should be examined for content 2 Obtain other information relevant to subjective issues affecting possible present or future worth details of past or pending lawsuits, occupationally related injuries, copyrights or patents, deeds or leases, past and present product/service pricing strategies, wholesale price catalogs, and so on (in other words, all legal and/or informal operating documents) to include a picture of how the company functioned or functions from an internal point of view 3 Have at least three to ve years of formally prepared pro t/loss and balance sheet information These should be supplemented by at least a spot review of checkbook entries to fully understand the patterns of owners in business operations A thorough review of six months or more of canceled checks and bank statements should also
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be undertaken The general guideline for review should be three to six months prior to and after each suspicious event in checkbooks and/or bank statements Also include informal year-to-date data and reconcile against checkbook entries for authenticity of reported results Collect information and get a handle on the effects that competition has on the business Visiting several competitors can be particularly helpful to fuller understandings Examine price-quality-service factors in products/services of competitors in light of those prevailing in businesses being valued Compile lists and estimated values of furniture, xtures, equipment, inventory, and other hard assets pertaining to the business Determine whether outside expert opinions for these estimated values will be required Collect details of owned real estate to be included in the valuation task Determine whether independent appraisals should be conducted Review data collected and conduct in-depth interviews with owners that are suf cient to: a Fully understand how businesses have been operated, including speci c problems encountered and solutions implemented b Determine visions of owners c Outline a wished-I-had statement of what was planned for the business but never achieved including speculative reasons about why not (Don t neglect conditions of inventory, equipment, facilities, etc) d Outline a generic resume of special skills and traits believed necessary to successfully operate the businesses e Agree on missing skills and traits that present owners might have used in past operations f Agree on an open perspective for completed values, and to determine purpose for the task and use of report Collect comparable market data on local, regional, and/or national levels
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We have now reached the stage of arraying, analyzing, questioning, reanalyzing, and, nally, estimating business values On these we superimpose nancing structures to determine how estimates might y in a free-market economy; value estimates can t ignore pressures brought to
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