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Article
Publication date: 24 May 2013

António Martins

The purpose of this paper is to analyze how share buybacks can be, in Portuguese small privately held firms, a source of tax‐based conflicts between shareholders and tax…

Abstract

Purpose

The purpose of this paper is to analyze how share buybacks can be, in Portuguese small privately held firms, a source of tax‐based conflicts between shareholders and tax administrations. Two issues are of particular relevance: the favored tax treatment of capital gains relative to dividends, and the use of valuation formulae to compute prices used in such transactions. The paper intends to present some advice to firms and consultants regarding equity valuation in privately held firms, to avoid tax based litigation. An extended analysis of the issue and its relevance to other jurisdictions is also presented.

Design/methodology/approach

The paper is based on a conceptual discussion of the usual approach taken by the Portuguese tax authorities to challenge share buybacks in small, privately held, firms. The arm's length principle in transfer pricing rules is the cornerstone of the topic analysed. The paper compares the merits of alternative pricing basis, and shows the economic and legal problems that each alternative presents.

Findings

The paper finds that the lack of tax neutrality between dividends and capital gains in Portugal can induce tax motivated transactions in small firms. The tax administration try to challenge these transactions on transfer pricing grounds. The alternative valuation strategy used by tax authorities is flawed, and puts the taxpayers in a good litigation position. However, a sensible valuation put forward by the firm can avoid such legal battles, which consume time and other resources of small owners.

Practical implications

The owners of privately held firms and the tax authorities should use valuation methods in very sensible terms. Cash flow valuation rests on several assumptions. These assumptions should not be used to produce prices that are easily questioned and increase litigation between firms and taxpayers.

Originality/value

The paper can be a source of practical advice for small business owners and advisors, as far as share transactions and share valuation are concerned. It is useful not only for the Portuguese managers and tax authorities, but also for any country where taxation of dividends and capital gains induces tax motivated buybacks.

Details

Journal of Applied Accounting Research, vol. 14 no. 1
Type: Research Article
ISSN: 0967-5426

Keywords

Article
Publication date: 1 January 1996

Alan Gregory and Andrew Hicks

This article reviews the way in which the law in England and Wales considers the valuation of companies, and argues that the issues arising from this legal perspective are…

422

Abstract

This article reviews the way in which the law in England and Wales considers the valuation of companies, and argues that the issues arising from this legal perspective are indicative of a gap between the economic theory and practice of company valuation. Furthermore, an analysis of the relevant case law reveals several interesting practical difficulties which may suggest a role for theoretical analysis. Equally, a lack of awareness of the economic theory of valuation is revealed on the part of the courts. It is argued that this lack of awareness may have implications for the practices of valuation by professional accounting firms that are currently observed in the UK. An examination of the theory of company valuation shows that there is widespread agreement on the basic principle of the approach to be followed in valuing the shares in a company; in short, it is the present value of the company's future cash flows. Although there is debate over issues such as the appropriate model to be used in pricing risk, and how to allow for the impact of taxation in arriving at the discount rate, this principle appears to be universally accepted. Although some investigations have been carried out into the practical context of company valuation in the UK (Arnold and Moizer 1984, Moizer and Arnold 1984, Day 1986, and Keane 1992), no attention has been paid in the economics and accounting literature to the legal context. This is perhaps surprising given that the courts are sometimes important users of company valuation reports. This article reviews the way in which the law in England and Wales considers the valuation of companies, and argues that the issues arising from this legal perspective are indicative of a gap between the economic theory and practice of company valuation. Furthermore, an analysis of the relevant case law reveals several interesting practical difficulties which may suggest a role for theoretical analysis. Equally, a lack of awareness of the economic theory of valuation is revealed on the part of the courts. Historically, one of the features of the English commercial courts has been their refusal to become involved in matters of commercial judgement. English judges have held themselves to be sophisticated technicians in law but self‐professed amateurs in commercial matters. Their role has been to hear expert witnesses and to weigh up their professional advice. This contrasts with the position in continental courts; for example in France, the judges sitting at first instance in the lower commercial courts are businessmen and women rather than lawyers, with the result that their approach and findings are likely to be less legalistic and more commercial. This English legal approach needs to be seen in the context of an increasing concern with valuation attributable to the changes brought about by Sections 459 to 461 of the Companies Act 1985, together with the recent case law. Section 459 of the Act is concerned with minority unfair prejudice actions and under that section a member may petition the court for an order on the grounds that the petitioner's interests have been, are being or will be unfairly prejudiced by the conduct of the company's affairs. A considerable body of case law has built up on what constitutes unfairly prejudicial conduct. Under section 461 the court may make such order as it thinks fit for giving relief including the purchase of the shares of any member of the company by other members or by the company itself. Here the crucial question for the courts and for the parties negotiating a buy‐out in the shadow of the courts is the amount of the valuation and the factor to be taken into account in reaching that valuation. In such circumstances, it might be expected that there would be considerable concern with the basis of the valuation. However, ‘basis’ can have several different meanings; in the first place, it could be defined as asset basis, in the sense that a valuation may be concerned with the replacement, ‘going concern’ or realisable value of the firm's assets. Second, there is a need to define what economic model has been used to derive the ‘going concern’ or economic value; it may be helpful to describe this as the economic model basis of the valuation. Third, there is the question as to whether the proportion of the equity held affects the value; this might be termed the control basis. As we show below, the concern of the theoretical literature is primarily with the second category, whereas the case law tends to concern itself with the first and third categories. In order to clarify the theoretical and practical considerations involved, the first section of this paper briefly reviews the theory of equity valuation and the second contrasts this with the rather limited evidence on UK valuation practice. In the third section, the legal issues involved are explained and the way in which the courts proceed in cases which involve the valuation of shares are reviewed. Although the courts rely on expert evidence in making a valuation, certain principles and guidelines for valuation are laid down by the courts, and these are analysed and contrasted with the prescriptions on valuation found in the finance literature.

Details

Managerial Law, vol. 38 no. 1
Type: Research Article
ISSN: 0309-0558

Open Access
Article
Publication date: 20 June 2022

Kimberly Gleason, Yezen H. Kannan and Christian Rauch

This paper aims to explain the fundraising and valuation processes of startups and discuss the conflicts of interest between entrepreneurs, venture capital (VC) firms and…

6917

Abstract

Purpose

This paper aims to explain the fundraising and valuation processes of startups and discuss the conflicts of interest between entrepreneurs, venture capital (VC) firms and stakeholders in the context of startup corporate governance. Further, this paper uses the examples of WeWork and Zenefits to explain how a failure of stakeholders to demand an external audit from an independent accounting firm in early stages of funding led to an opportunity for fraud.

Design/methodology/approach

The methodology used is a literature review and analysis of startup valuation combined with the Fraud Triangle Theory. This paper also provides a discussion of WeWork and Zenefits, both highly visible examples of startup fraud, and explores an increased role for independent external auditors in fraud risk mitigation on behalf of stakeholders prior to an initial public offering (IPO).

Findings

This paper documents a number of fraud risks posed by the “fake it till you make it” ethos and investor behavior and pricing in the world of entrepreneurial finance and VC, which could be mitigated by a greater awareness of startup stakeholders of the value of an external audit performed by an independent accounting firm prior to an IPO.

Research limitations/implications

An implication of this paper is that regulators should consider greater oversight of the startup financing process and potentially take steps to facilitate greater independence of participants in the IPO process.

Practical implications

Given the potential conflicts of interest between VC firms, investment banks and startup founders, the investors at the time of an IPO may be exposed to the risk that the shares of the IPO firms are overvalued at offering.

Social implications

This study demonstrates how startup practices can be extended to the Fraud Triangle and issue a call to action for the accounting profession to take a greater role in protecting the public from startup fraud. This study then offers recommendations for regulators and standards entities.

Originality/value

There are few academic papers in the financial crime literature that link the valuation and culture of startup firms with fraud risk. This study provides a concise explanation of the process of valuation for startups and highlights the considerations for stakeholders in assessing fraud risk. In addition, this study documents an emerging role for auditors as stewards of proper valuation for pre-IPO firms.

Details

Journal of Financial Crime, vol. 29 no. 4
Type: Research Article
ISSN: 1359-0790

Keywords

Article
Publication date: 1 February 1990

Andrew Adams and Piers Venmore‐Rowland

Discusses the distinctions between property investment/developmentcompanies and property developer/trading companies, and notes thedifferences in valuation methodology. Explains…

1670

Abstract

Discusses the distinctions between property investment/development companies and property developer/trading companies, and notes the differences in valuation methodology. Explains that the valuation of property investment/development company shares is based on estimated net asset value (NAV), and the process by which the shares may be traded on the stock market at a discount or a premium to this. Identifies the factors which influence the discount or premium to NAV and suggests a framework whereby the shares may be evaluated in a more explicit manner.

Details

Journal of Valuation, vol. 8 no. 2
Type: Research Article
ISSN: 0263-7480

Keywords

Article
Publication date: 1 February 1975

Peter Wyman

There are numerous factors which must be considered in the valuation of shares in an unquoted company. The placing of a particular value on those shares is a matter of subjective…

Abstract

There are numerous factors which must be considered in the valuation of shares in an unquoted company. The placing of a particular value on those shares is a matter of subjective judgment based on a careful study of the relevant details. The expert valuer is one who has a sound knowledge of the principles and skill in applying them to practice. This article outlines those principles and gives brief guidance as to their practical application.

Details

Managerial Finance, vol. 1 no. 2
Type: Research Article
ISSN: 0307-4358

Article
Publication date: 3 June 2022

Changro Lee

The success of a neural network depends on, among others, an architecture that is appropriate for the task at hand. This study attempts to identify an optimal architecture of a…

140

Abstract

Purpose

The success of a neural network depends on, among others, an architecture that is appropriate for the task at hand. This study attempts to identify an optimal architecture of a neural network in the context of property valuation, and aims to test the ability of connecting related neural networks to reduce the property valuation error.

Design/methodology/approach

This study explores efficient network architectures to estimate land and house prices in Seoul, South Korea. The input is structured data, and the embedding technique is used to process high-cardinality categorical variables.

Findings

The shared architecture of a network for simultaneous estimation of both land and houses was revealed to be the best performing network. Through weight sharing between relevant layers in networks, the root-mean-square error (RMSE) for land price estimation was reduced significantly, from 0.55–0.68 using the baseline architecture, to 0.44–0.47 using the shared architecture.

Originality/value

The study results are expected to encourage active investigation of efficient architectures by using domain knowledge, and to promote interest in using structured data, which is still the dominant type in most industries.

Details

Property Management, vol. 41 no. 1
Type: Research Article
ISSN: 0263-7472

Keywords

Book part
Publication date: 30 September 2019

Martin E. Persson

Abstract

Details

Harold Cecil Edey: A Collection of Unpublished Material from a 20th Century Accounting Reformer
Type: Book
ISBN: 978-1-78973-670-0

Article
Publication date: 1 January 1992

T.L. Sankar, R.K. Mishra and A. Lateef Syed Mohammed

Development Banks (DBs) are specialized financial institutionscreated for the purpose of balanced industrialization. A developmentbank has to act more as a promotional agency than…

Abstract

Development Banks (DBs) are specialized financial institutions created for the purpose of balanced industrialization. A development bank has to act more as a promotional agency than a mere financial institution. Therefore separate institutions have been set up, namely State Industrial Development Corporations (SIDCs) in almost all the states in India for undertaking promotional activities. With the growing role of Development Banking in India, the SIDCs are facing financial hardships as they are wholly dependent on Government grants. The paucity of funds for SIDCs has prompted them to opt for divestment of their shareholdings from the existing units to recycle the funds for increasing industrial promotion. Divestment decisions are concerned with the quantum and timing of divestment and the determination of share prices for this purpose. SIDCs are different in that their divestment decisions need not be primarily guided by economic factors (capital appreciation). Highlights the divestment policy and share evaluation models adopted by a development bank, namely Andhra Pradesh Industrial Development Corporation Ltd, which is basically responsible for transforming an agrarian Indian state (Andhra Pradesh), into a moderate industrial organization.

Details

International Journal of Public Sector Management, vol. 5 no. 1
Type: Research Article
ISSN: 0951-3558

Keywords

Book part
Publication date: 19 March 2018

Michael Gambert

This chapter is a case study of the valuation of voting rights in France and Italy. New regulations, France’s “Florange Law” as well as Italian Legislative Decree 91/2014, have…

Abstract

This chapter is a case study of the valuation of voting rights in France and Italy. New regulations, France’s “Florange Law” as well as Italian Legislative Decree 91/2014, have created additional voting rights attached to the existing shares of long-term shareholders. The chapter tests whether stock price evolution is consistent with the valuation of voting rights as per existing research.

Results show that stock prices of the float do not factor in the dilution created by loyalty voting rights. The chapter argues that the dilutive effect of the new regulations has a negative impact on stock valuation, but that this is more than offset by taking into account real options. These results address the concern that the new policies would depress stock valuation in France and Italy.

Details

Global Tensions in Financial Markets
Type: Book
ISBN: 978-1-78714-839-0

Keywords

Article
Publication date: 15 June 2010

Robert Schwartz, Avner Wolf and Jacob Paroush

Empirical researchers should recognize that opening and closing prices are not simple reflections of underlying fundamental values, as studies of stock price behavior have…

1011

Abstract

Purpose

Empirical researchers should recognize that opening and closing prices are not simple reflections of underlying fundamental values, as studies of stock price behavior have documented a U‐shaped intra‐day volatility pattern that is a manifestation of noise. While implicit transaction costs and the tactical trading of informed participants are contributing factors, they do not provide a sufficient explanation. The purpose of this paper is to focus on an additional factor – price discovery and present a formulation which allows investors with divergent expectations to respond rationally to each other's valuations, and which implies elevated volatility even when information is common knowledge.

Design/methodology/approach

This is a conceptual paper with empirical implications for the dynamic process of price formation in an equity market. The work is motivated by the well‐documented finding that intra‐day stock prices are excessively volatile, especially at market openings and closings. The paper's theoretical construct shows that the volality accentuation can be attributed to the dynamic process of price discovery.

Findings

The paper's chief finding is that price discovery is a protracted, path‐dependent process in an environment characterized by divergent expectations and adaptive valuations. The protracted, path‐dependent process of price discovery can account for the observed elevation of intra‐day price volatility.

Originality/value

This is an original research paper. The formulation is a novel and innovative treatement of a divergent expectations, adaptive valuations paradigm.

Details

Managerial Finance, vol. 36 no. 7
Type: Research Article
ISSN: 0307-4358

Keywords

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