There are few business transactions that don’t somehow involve valuation principles. While most (if not all) business lawyers may not be a certified valuation expert, all need at least a fundamental understanding of valuation and how it can and should impact a business transaction. This year’s Business Law Forum examined the critical aspects of valuation rules and guidelines in the context of M&A deals. However, the sessions are highly relevant to all business attorneys. The importance of valuation is evident in the considerable amount of litigation over what the “correct” value of a company is, and how such value was derived.
Sessions include a nuts and bolts overview of valuation methodologies, day to day best practices regarding valuation advice and guidance by business counsel (including sample valuation/buy-sell provisions in business contracts such as shareholder agreements and operating agreements), and recent Tennessee and Delaware caselaw regarding acceptable methods in valuing dissenter appraisal rights. Other sessions feature topics dealing with valuation of general partnership interests (including recent Tennessee caselaw), ways in which valuation differs depending on the company’s stage in its life cycle, and professional responsibility/ethics issues prevalent when an attorney deals with valuation “experts” (including applicable Tennessee ethics rules, when a valuation may be warranted, the range of cost and types of valuation reports, and real-world examples of how these issues can play out in litigation).
Session 1: “Basics of Valuation Methodologies” by Chris Rowe, Ralph Montgomery, Andrew Allred and moderated by Justin Joy
Session 2: “Business Lawyers and Valuation: Application of Valuation Concepts in a General Business Law Practice” by Nathan Harris and Drew Hill
Session 3: “Athlon and the Death of the Delaware Block Method” by Michael Collins, Paul Davidson, Glenn Perdue and moderated by Professor Joan Heminway
Session 4: “Valuing the General Partnership Share” by Matthew Lyon and Bob Parker
Session 5: “Valuation and the Life-Cycle of the Entity” by Al Bright, Rob Laird and Chase Perry
Session 6: “The Art & Science of Business Valuation: Competence and Other Professional Responsibility Issues” by Mike Costello and Brian Faughnan
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