Accounting for Noncontrolling Interests: Presenting the New Standards in the Classroom
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Are Accruals During Initial Public Offerings Opportunistic?
Review of Accounting Studies, 3, 175–208 (1998) c 1998 Kluwer Academic Publishers, Boston. Manufactured in The Netherlands. Are Accruals during Initial Public Offerings Opportunistic? SIEW HONG TEOH [email protected] University of Michigan Business School, Ann Arbor, MI 48109-1234 T. J. WONG Hong Kong University of Science and Technology GITA R. RAO Colonial Management Associates Abstract. We find evidence that initial public offering (IPO) firms, on average, have high positive issue-year earnings and abnormal accruals, followed by poor long-run earnings and negative abnormal accruals. The IPO- year abnormal, and not expected, accruals explain the cross-sectional variation in post-issue earnings and stock returns. The results are robust with respect to alternative abnormal accruals and earnings performance measures. IPO firms adopt more income-increasing depreciation policies when they deviate from similar prior performance same industry non-issuers, and they provide significantly less for uncollectible accounts receivable than their matched non-issuers. The results taken together suggest opportunistic earnings management partially explains the new issues anomaly. Accrual accounting provides managers with discretion in the reporting of earnings. This allows financial reports to reflect managerial information about underlying economic con- ditions more accurately than is possible with a strictly mechanical reporting rule. However, if in some circumstances managers wish to mislead investors, discretion provides greater scope for obscuring true underlying firm performance. The incentives to manage earnings may be especially strong when the firm is planning to sell shares to the market, as in an initial public offering (IPO). IPOs are a major corporate event as evidenced by the size of the IPO market. -
Private Equity;
MICHAEL MORTELL Senior Managing Director Digital Media; Mergers & Acquisitions; Private Equity; Restructuring; Strategy 485 Lexington Avenue, 10th Michael Mortell is a Senior Managing Director at Ankura Capital Advisors, Floor New York, NY 10017 based in New York. Mike has extensive experience advising entrepreneurs +1.212.818.1555 Main and companies on mergers, acquisitions, strategic and business planning, +1.646.291.8597 Direct restructuring, and capital raising alternatives. Over a career in investment banking and consulting, he has cultivated expertise in the digital media and [email protected] private equity industries and developed strong relationships within them. Mike has a proven record of identifying young, high-potential companies, and providing the strategical and tactical counsel that supports growth EDUCATION objectives and positions them for future success. He also has advised MBA, University or Chicago owners/shareholders of established companies on strategic growth and Booth School of Business liquidity options. In addition to his work in digital media, he has significant BS, Finance Fairfield University experience in the e-commerce, software, retail, specialty manufacturing, and business services sectors. Prior to joining Ankura, Mike was a senior advisor at GP Bullhound, a CERTIFICATIONS boutique investment bank that acquired AdMedia Partners, the M&A FINRA Series 24, 7, 79 and 63 advisory firm where he served as a managing director. He previously ran the Private Equity Financing Group of Prudential Securities and worked for Zolfo, Cooper and Company where he was a consultant to troubled companies and their creditors. Mike also co-founded and managed Grandwood Capital LLC, an investment bank and advisory firm focused on middle-market companies. -
Discussion of Theoretical-Practical Aspects of Squeeze Out
Littera Scripta, 2019, Volume 12, Issue 1 Discussion of theoretical-practical aspects of squeeze out Iveta Sedlakova, Katarina Kramarova, Ladislav Vagner University of Zilina, The Faculty of Operation and Economics of Transport and Communications, Univerzitna 1, Zilina 010 01, Slovak Republic Abstract The presented article has mainly a nature of theoretical discussion on the issue of squeeze out. The squeeze out entitles a majority shareholder to exercise his rights to buy out remaining shares of an offeree company. It a specific transaction mechanism with an impact on shareholders, offeree company, procedural regulation of the transfer of ownership rights arising from shares, methodological aspects of determining a squeeze out price of shares of minority shareholders, efficiency of capital markets etc. In case of Slovakia, the squeeze out has been used for more than one decade, however the number of such kind transactions is low. The main objective of the article is to point on specifics of that transaction and methodological aspects of determination of a general value of shares as a criterion of a fair price relying on basic attributes of procedural regulation of squeeze out in Slovakia, synthesis of knowledge from empirical studies, existing legal and financial theory as well practical experience one of the authors. Keywords: consideration, fair price, general value, share, squeeze out Introduction Determining the value of a company (business valuation), parts of a company, its assets or other property is not a new instrument from the view of the Slovak (or Czechoslovak) economy. Its existence was already evident at a time when our economy had the feature of central planned economy. -
How to Calculate Goodwill – and Why It Exists
How to Calculate Goodwill – and Why It Exists Would You Like a Write-Up with Your Plug? This Video: We Haven’t Covered This Before?!! I was looking at this channel the other day and realized that we had videos on Negative Goodwill and Purchase Price Allocation for Noncontrolling Interests… But nothing on a far more basic topic: how to calculate Goodwill in the first place! This Video: We Haven’t Covered This Before?!! Also, we get a surprising number of questions about this topic, even though there’s detailed coverage of it in our guides and courses… and lots of articles online! So, here goes, starting with why Goodwill exists and a simple example: Why Goodwill Exists • SHORT ANSWER: Goodwill is an accounting construct that exists because in M&A deals, Buyers almost always pay more than what Sellers’ Balance Sheets are worth (i.e., Assets – Liabilities) • The Buyer “gets” all the Seller’s Assets and Liabilities, so that makes its Balance Sheet go out of balance when a deal closes • We create Goodwill to fix this imbalance and ensure that Assets = Liabilities + Equity on the Combined Balance Sheet • Basic Calculation: Goodwill = Equity Purchase Price – Seller’s Common Shareholders’ Equity + Seller’s Existing Goodwill +/- Other Adjustments to Seller’s Balance Sheet Why Goodwill Exists – Simple Example • EX: Buyer pays $1000 in Cash for the Seller, and the Seller has $1500 in Assets, $600 in Liabilities, and Common Equity of $900 • Next: Seller’s Common Equity is written down in the deal, and the Buyer’s Assets go down by $1000, then up -
Economic Value Added (EVA™)
UBS Global Research Valuation Series Economic Value Added (EVA™) EVA™: Use and abuse EVA™ is increasingly used for corporate and management appraisal and evaluation. The approach has gained so much popularity that it is now influencing the style, content and focus of sell-side research. While EVA™ can provide some useful insights into companies, as can many other techniques, it has shortcomings that should not be overlooked. ÆEVA™is based on a very simple concept; if a company earns a return that is greater than expected, then value has been added. In each year, the EVA™ is the difference between the actual and expected return (return spread) multiplied by the invested capital. The return spread and EVA™ are used as performance indicators. In addition, the total value added is the sum of all future annual EVA™s (in present value terms) and if this is added to the invested capital, it gives the total value of the company. ÆIn practice, the returns earned and the invested capital are based on accounting data where as the return demanded by investors is based on market (or economic) data. Consequently, EVA™ measures the difference between accounting and economic data and can, therefore, be influenced by different accounting practices and by management ‘adjustments’ to accounting information. Management may be incentivised to do this given that reward structures may be linked to EVA™. In an attempt to address these problems, a multitude of adjustments need to be made to the accounting data but these are often judgmental and restricted by the level of accounting disclosure. -
Definitions Attributed to Goodwill in the Economic
View metadata, citation and similar papers at core.ac.uk brought to you by CORE ECOFORUM provided by Ecoforum Journal (University of Suceava, Romania) [Volume 6, Issue 3(13), 2017] DEFINITIONS ATTRIBUTED TO GOODWILL IN THE ECONOMIC LITERATURE AND CONCEPTUAL DELIMITATIONS REGARDING THE WAY OF VALUATION AND EXPOSURE OF THIS PATRIMONIAL COMPONENT IN THE BALANCE SHEET Cristina-Gabriela LELIUC COSMULESE Stefan cel Mare University of Suceava, Romania, [email protected], Veronica GROSU Stefan cel Mare University of Suceava, Romania [email protected], Elena HLACIUC Stefan cel Mare University of Suceava, Romania [email protected] Abstract The purpose of this paper is to provide an exhaustive perspective on the evolution over time of the definition of the goodwill. The present paper is part of the research done in the doctoral thesis and we consider it very important to have a complete understanding of the concept studied to develop it further. In our demarche we used a chronological analysis and we revised definitions from the late 1800s to today. At the same time, it is desired to clarify and analyze the concept of goodwill both from the point of view of the accounting literature and the economic practice (regarding the evaluation and exposure of this patrimonial component in the balance sheet) and to a lesser extent in the legal aspect. Definitions are given by prominent researchers of time, published in magazines and books of a high rank or offered by international accounting commissions. In our opinion, this study is beneficial to researchers in the idea that it offers a complete picture of its concept and history, being a study focusing on the international accounting of goodwill in the past, present and future. -
Squeeze-Outs and Freeze-Outs in Limited Liability Companies
Washington University Law Review Volume 73 Issue 2 Limited Liability Companies January 1995 Squeeze-Outs and Freeze-Outs in Limited Liability Companies Franklin A. Gevurtz University of the Pacific Follow this and additional works at: https://openscholarship.wustl.edu/law_lawreview Part of the Business Organizations Law Commons Recommended Citation Franklin A. Gevurtz, Squeeze-Outs and Freeze-Outs in Limited Liability Companies, 73 WASH. U. L. Q. 497 (1995). Available at: https://openscholarship.wustl.edu/law_lawreview/vol73/iss2/5 This F. Hodge O'Neal Corporate and Securities Law Symposium is brought to you for free and open access by the Law School at Washington University Open Scholarship. It has been accepted for inclusion in Washington University Law Review by an authorized administrator of Washington University Open Scholarship. For more information, please contact [email protected]. SQUEEZE-OUTS AND FREEZE-OUTS IN LIMITED LIABILITY COMPANIES FRANKLIN A. GEVURTZ* I. INTRODUCTION In only six years since the Internal Revenue Service gave its blessing to the limited liability company (LLC), statutes providing for this new business entity have spread across the country. Presently, all but a few states have such laws.2 With its combination of limited liability for the owners and partnership-style flow-through tax treatment, the LLC provides an attractive option for closely held businesses.3 Indeed, it is not beyond the realm of reality to suggest that before too long the LLC may largely render the partnership, limited partnership and closely held corporation obsolete. While this new business form raises many questions, a most appropriate one for this symposium is to consider the prospects for squeeze-outs and freeze-outs in LLCs. -
CHAPTER 16 ESTIMATING EQUITY VALUE PER SHARE in Chapter 15, We Considered How Best to Estimate the Value of the Operating Assets of the Firm
1 CHAPTER 16 ESTIMATING EQUITY VALUE PER SHARE In Chapter 15, we considered how best to estimate the value of the operating assets of the firm. To get from that value to the firm value, you have to consider cash, marketable securities and other non-operating assets held by a firm. In particular, you have to value holdings in other firms and deal with a variety of accounting techniques used to record such holdings. To get from firm value to equity value, you have to determine what should be subtracted out from firm value – i.e, the value of the non-equity claims in the firm. Once you have valued the equity in a firm, it may appear to be a relatively simple exercise to estimate the value per share. All it seems you need to do is divide the value of the equity by the number of shares outstanding. But, in the case of some firms, even this simple exercise can become complicated by the presence of management and employee options. In this chapter, we will measure the magnitude of this option overhang on valuation and then consider ways of incorporating the effect into the value per share. The Value of Non-operating Assets Firms have a number of assets on their books that can be categorized as non- operating assets. The first and obvious one is cash and near-cash investments – investments in riskless or very low-risk investments that most companies with large cash balances make. The second is investments in equities and bonds of other firms, sometimes for investment reasons and sometimes for strategic ones. -
Demystifying Equity Financing
Chapter 6 Demystifying Equity Financing by James Macon, Principal, Barbour Alliance L3C Above images used with the permission of Ben Waterman. 31 The Equity Model Equity is a representation of ownership in an enterprise allocated to individuals or other entities in the form of ownership units (or shares). Equity can be used as a financing tool by for-profit businesses in exchange for ownership (control) and an expected return to investors. Unlike many debt financing tools, equity typically does not require collateral, but is based on the potential for creation of value through the growth of the enterprise. Equity investors may not require ongoing interest payments, however, the future return expectations are higher than debt, ranging from 8% to more than 25% per year over the life of the investment. The primary considerations for any enterprise considering equity are 1) the level of ownership and thus control the founders are willing to relinquish in their enterprise; and 2) the ability to deliver the level of return expected by the equity investors. The two primary categories of equity are “common” shares (typically for founders and employees) and “preferred” shares Words of Caution: (typically for investors). Preferred shares include special features Farmers who seek outside capital through any process or “terms” to sweeten and protect the investment. Such features should consider carefully structuring the agreement to include liquidation preference (right to redeem their allocation of maintain management control. Farmers should also proceeds from a sale of the business before common shareholders), consider carefully limiting the capacity of investors to anti-dilution protection (protecting the value of preferred equity withdraw capital before the business can withstand a units at the expense of common shareholders should the value withdrawal of capital. -
The Cost of Equity Capital for Reits: an Examination of Three Asset-Pricing Models
MIT Center for Real Estate September, 2000 The Cost of Equity Capital for REITs: An Examination of Three Asset-Pricing Models David N. Connors Matthew L. Jackman Thesis, 2000 © Massachusetts Institute of Technology, 2000. This paper, in whole or in part, may not be cited, reproduced, or used in any other way without the written permission of the authors. Comments are welcome and should be directed to the attention of the authors. MIT Center for Real Estate, 77 Massachusetts Avenue, Building W31-310, Cambridge, MA, 02139-4307 (617-253-4373). THE COST OF EQUITY CAPITAL FOR REITS: AN EXAMINATION OF THREE ASSET-PRICING MODELS by David Neil Connors B.S. Finance, 1991 Bentley College and Matthew Laurence Jackman B.S.B.A. Finance, 1996 University of North Carolinaat Charlotte Submitted to the Department of Urban Studies and Planning in partial fulfillment of the requirements for the degree of MASTER OF SCIENCE IN REAL ESTATE DEVELOPMENT at the MASSACHUSETTS INSTITUTE OF TECHNOLOGY September 2000 © 2000 David N. Connors & Matthew L. Jackman. All Rights Reserved. The authors hereby grant to MIT permission to reproduce and to distribute publicly paper and electronic (\aopies of this thesis in whole or in part. Signature of Author: - T L- . v Department of Urban Studies and Planning August 1, 2000 Signature of Author: IN Department of Urban Studies and Planning August 1, 2000 Certified by: Blake Eagle Chairman, MIT Center for Real Estate Thesis Supervisor Certified by: / Jonathan Lewellen Professor of Finance, Sloan School of Management Thesis Supervisor -
The Impact of Earning Per Share and Return on Equity on Stock Price
SA ymTsuHltRifaeEcvetePIdMhreavirePwmjoA2ur0nCa2l Ti0n;t1hOe1fi(eF6ld)o:Ef1ph2Aa8rmR5a-cNy12I8N9 G PER SHARE AND RETURN ON EQUITY ON STOCK PRICE a JaDajeapnagrtBmaednrtuozfaAmcacnounting, Faculty of Economics and Business, Siliwangi University of Tasikmalaya [email protected] ABSTRACT Research conducted to determine the effect of Earning Per Share and Return on Equity on Stock Prices, a survey on the Nikkei 225 Index of issuers in 2018 on the Japan Stock Exchange. the number of issuers in this study was 57 issuers. The data taken is the 2018 financial report data. Based on the results of data processing with the SPSS version 25 program shows that Earning Per Share and Return on Equity affect the Stock Price of 67.3% and partially Earning Per Share has a positive effect on Stock Prices. Furthermore, Return on Equity has a negative effect on Stock Prices. If compared to these two variables, EPS has the biggest and significant influence on stock prices, however, Return on Equity has a negative effect on stock prices Keywords: Earning Per Share, Return on Equity and Stock Price INTRODUCTION Investors will be sure that the investment can have a People who invest their money in business are interested positive impact on investors. Thus, eps is very important in the return the business is earning on that capital, for investors in measuring the success of management in therefore an important decision faced by management in managing a company. EPS can reflect the profits obtained relation to company operations is the decision on the use by the company in utilizing existing assets in the of financial resources as a source of financing for the company. -
Proposed Expansion of New York State Real Estate Transfer Tax March 27, 2017
CLIENT MEMORANDUM Proposed Expansion of New York State Real Estate Transfer Tax March 27, 2017 On January 23, Governor Cuomo introduced proposed legislation to the New York State Legislature implementing his 2017-2018 budget proposal. One proposal (contained in the Revenue Article VII Bill) would expand the New York State Real Estate Transfer Tax (“NY State RETT”) to apply to transfers of minority interests in certain entities holding New York State real property if the value of the real property is at least 50% of the value of all of the entity’s assets. If enacted, this would amount to a significant expansion of the tax. There is a separate New York City real estate transfer tax which is not implicated by the Governor’s proposal. See Part JJ (p. 206) of the proposed legislation and Part JJ (p. 39) of the official Memorandum of Support. On March 15, the New York State Assembly and New York State Senate each passed one-house budget resolutions and corresponding legislation. The Assembly’s version of the budget adopted the NY State RETT minority transfer legislative language proposed by Governor Cuomo without change. The Senate’s version removed the proposed changes to the NY State RETT entirely. The passage of the one-house budget resolutions marks the official start to the final negotiations over the state budget in advance of the new fiscal year, which begins April 1. Current Law. NY State RETT is generally imposed at a rate of 0.4 percent on transfers of interests in real property, including transfers of a “controlling interest” in an entity with an interest in New York real property (regardless of the relative value of the entity’s real estate assets).