This webinar discusses minority and illiquidity discounts. It begins with an overview of levels of value, including controlling interest value, minority interest value, and marketable/non-marketable value. It then covers minority discounts, also called discounts for lack of control, which apply when valuing a non-controlling interest in a business. Next, it discusses illiquidity discounts and discounts for lack of marketability, which apply when valuing interests that are difficult to sell. Factors that influence the magnitude of applicable discounts are also reviewed. The webinar concludes with a discussion of common issues that arise regarding determining appropriate discounts.
Il trattamento chirurgico del colangiocarcinoma - Gastrolearning®Gastrolearning
Gastrolearning II modulo/8a lezione
Il trattamento chirurgico del colangiocarcinoma
Prof. Gian Luca Grazi - Hepato-Biliary-Pancreatic Surgery National Cancer Institute Regina Elena, Roma
Il trattamento chirurgico del colangiocarcinoma - Gastrolearning®Gastrolearning
Gastrolearning II modulo/8a lezione
Il trattamento chirurgico del colangiocarcinoma
Prof. Gian Luca Grazi - Hepato-Biliary-Pancreatic Surgery National Cancer Institute Regina Elena, Roma
VALUATION 2022: Minority and Illiquidity DiscountsFinancial Poise
Like the sale of goods, sometimes the share of ownership in a company must be discounted due to difficulty in finding a buyer. Liquidation costs of equity in private businesses may be substantial, and the equity’s value is discounted for that potential illiquidity. Likewise, partial ownership of a private firm may be worth less than proportional share of the total business. This webinar delves into these types of discounts and how they may impact the valuation of your asset.
Part of the webinar series: VALUATION 2022
See more at https://www.financialpoise.com/webinars/
VALUATION 2022: Minority and Illiquidity DiscountsFinancial Poise
Like the sale of goods, sometimes the share of ownership in a company must be discounted due to difficulty in finding a buyer. Liquidation costs of equity in private businesses may be substantial, and the equity’s value is discounted for that potential illiquidity. Likewise, partial ownership of a private firm may be worth less than proportional share of the total business. This webinar delves into these types of discounts and how they may impact the valuation of your asset.
Part of the webinar series: VALUATION 2022
See more at https://www.financialpoise.com/webinars/
Eddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made when real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/opportunity-amidst-crisis-buying-distressed-assets-claims-and-securities-for-fun-profit-2020/
Before going to market to sell your business, you or your executive team may want to obtain an independent appraisal. Likewise, prospective buyers may wish to obtain expert services to value an acquisition target or discrete portions of a target. This webinar provides a look into how valuation experts place a value on a going concern.
Part of the webinar series: Valuation 2021
Eddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made when real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
Key Provisions in M&A Agreements (Series: M&A Boot Camp)Financial Poise
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/key-provisions-in-ma-agreements-2021/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Valuing Lost Profits for Litigation Purposes (Series: Valuation)Financial Poise
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-lost-profits-for-litigation-purposes-2021/
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Financial Poise
As any entrepreneur will attest, starting and operating a business comes with unique challenges. These challenges are a key reason that, by some estimates, half of the companies that are founded today will not exist four years from now. It can be argued that the effort and attention needed to find success precludes business owners from planning for failure. This webinar focuses on the realities of a failing business from the owners’ perspective. Join our panel of experts as they discuss the various considerations that should be given at the outset of start-up negotiations and through business breakup, including dispute negotiation and litigation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/common-issues-and-strategies-in-business-breakups-2021/
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Financial Poise
As any entrepreneur will attest, starting and operating a business comes with unique challenges. These challenges are a key reason that, by some estimates, half of the companies that are founded today will not exist four years from now. It can be argued that the effort and attention needed to find success precludes business owners from planning for failure. This webinar focuses on the realities of a failing business from the owners’ perspective. Join our panel of experts as they discuss the various considerations that should be given at the outset of start-up negotiations and through business breakup, including dispute negotiation and litigation.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/common-issues-strategies-business-breakups-2020/
Valuing Lost Profits for Litigation Purposes (Series: Valuation 2020) Financial Poise
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-lost-profits-for-litigation-purposes-2020/
Valuation of Private vs. Public Companies. Private company valuations are discounted based on several risk factors associated with private sector investing, which results in a marked difference between the valuation of a privately held company, subsidiary or a division and a publicly traded corporation.
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
When business owners come to the point where they simply can’t see eye to eye, success can become unfeasible. Disputes between business owners can arise from any number of issues and have varying impacts on the actual business, ranging from simple distraction to total dissolution. Depending on the business and circumstance, the means for resolution may or may not be provided for in the relevant by-laws or shareholder agreement. In this webinar, the expert panel discusses different types of shareholder disputes and corresponding remedies, including alternative dispute resolution, buy-sell agreement provisions, and share valuation considerations.
Part of the webinar series: Complex Financial Litigation 2021
See more at https://www.financialpoise.com/webinars/
ddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made when real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2021
See more at https://www.financialpoise.com/webinars/
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
Part of the webinar series: Valuation 2022
See more at https://www.financialpoise.com/webinars/
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
See more at https://www.financialpoise.com/webinars/
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
Expert witnesses are an integral part of modern commercial litigation. They can be used for everything from calculating damages to explaining software workflows to establishing industry standards. This webinar begins with an exploration of the common types of cases that call for use of expert testimony. From there, we discuss the rules governing experts, including expert disclosures, discovery, and expert depositions. We also discuss the Daubert standard for excluding expert testimony, and discuss how a successful Daubert motion may be brought. This hour will help you figure out when and how to hire your own expert, and will give you some ideas on how to challenge your opponent’s expert when the time comes.
Part of the webinar series:
NEWBIE LITIGATOR SCHOOL - Part I 2022
See more at https://www.financialpoise.com/webinars/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest for the trees, but does not do a deep dive into any single topic. Think of this webinar as a road map or timeline for a typical deal.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesFinancial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
2024.06.01 Introducing a competency framework for languag learning materials ...Sandy Millin
http://sandymillin.wordpress.com/iateflwebinar2024
Published classroom materials form the basis of syllabuses, drive teacher professional development, and have a potentially huge influence on learners, teachers and education systems. All teachers also create their own materials, whether a few sentences on a blackboard, a highly-structured fully-realised online course, or anything in between. Despite this, the knowledge and skills needed to create effective language learning materials are rarely part of teacher training, and are mostly learnt by trial and error.
Knowledge and skills frameworks, generally called competency frameworks, for ELT teachers, trainers and managers have existed for a few years now. However, until I created one for my MA dissertation, there wasn’t one drawing together what we need to know and do to be able to effectively produce language learning materials.
This webinar will introduce you to my framework, highlighting the key competencies I identified from my research. It will also show how anybody involved in language teaching (any language, not just English!), teacher training, managing schools or developing language learning materials can benefit from using the framework.
The Roman Empire A Historical Colossus.pdfkaushalkr1407
The Roman Empire, a vast and enduring power, stands as one of history's most remarkable civilizations, leaving an indelible imprint on the world. It emerged from the Roman Republic, transitioning into an imperial powerhouse under the leadership of Augustus Caesar in 27 BCE. This transformation marked the beginning of an era defined by unprecedented territorial expansion, architectural marvels, and profound cultural influence.
The empire's roots lie in the city of Rome, founded, according to legend, by Romulus in 753 BCE. Over centuries, Rome evolved from a small settlement to a formidable republic, characterized by a complex political system with elected officials and checks on power. However, internal strife, class conflicts, and military ambitions paved the way for the end of the Republic. Julius Caesar’s dictatorship and subsequent assassination in 44 BCE created a power vacuum, leading to a civil war. Octavian, later Augustus, emerged victorious, heralding the Roman Empire’s birth.
Under Augustus, the empire experienced the Pax Romana, a 200-year period of relative peace and stability. Augustus reformed the military, established efficient administrative systems, and initiated grand construction projects. The empire's borders expanded, encompassing territories from Britain to Egypt and from Spain to the Euphrates. Roman legions, renowned for their discipline and engineering prowess, secured and maintained these vast territories, building roads, fortifications, and cities that facilitated control and integration.
The Roman Empire’s society was hierarchical, with a rigid class system. At the top were the patricians, wealthy elites who held significant political power. Below them were the plebeians, free citizens with limited political influence, and the vast numbers of slaves who formed the backbone of the economy. The family unit was central, governed by the paterfamilias, the male head who held absolute authority.
Culturally, the Romans were eclectic, absorbing and adapting elements from the civilizations they encountered, particularly the Greeks. Roman art, literature, and philosophy reflected this synthesis, creating a rich cultural tapestry. Latin, the Roman language, became the lingua franca of the Western world, influencing numerous modern languages.
Roman architecture and engineering achievements were monumental. They perfected the arch, vault, and dome, constructing enduring structures like the Colosseum, Pantheon, and aqueducts. These engineering marvels not only showcased Roman ingenuity but also served practical purposes, from public entertainment to water supply.
Palestine last event orientationfvgnh .pptxRaedMohamed3
An EFL lesson about the current events in Palestine. It is intended to be for intermediate students who wish to increase their listening skills through a short lesson in power point.
Read| The latest issue of The Challenger is here! We are thrilled to announce that our school paper has qualified for the NATIONAL SCHOOLS PRESS CONFERENCE (NSPC) 2024. Thank you for your unwavering support and trust. Dive into the stories that made us stand out!
Model Attribute Check Company Auto PropertyCeline George
In Odoo, the multi-company feature allows you to manage multiple companies within a single Odoo database instance. Each company can have its own configurations while still sharing common resources such as products, customers, and suppliers.
The Art Pastor's Guide to Sabbath | Steve ThomasonSteve Thomason
What is the purpose of the Sabbath Law in the Torah. It is interesting to compare how the context of the law shifts from Exodus to Deuteronomy. Who gets to rest, and why?
We all have good and bad thoughts from time to time and situation to situation. We are bombarded daily with spiraling thoughts(both negative and positive) creating all-consuming feel , making us difficult to manage with associated suffering. Good thoughts are like our Mob Signal (Positive thought) amidst noise(negative thought) in the atmosphere. Negative thoughts like noise outweigh positive thoughts. These thoughts often create unwanted confusion, trouble, stress and frustration in our mind as well as chaos in our physical world. Negative thoughts are also known as “distorted thinking”.
The French Revolution, which began in 1789, was a period of radical social and political upheaval in France. It marked the decline of absolute monarchies, the rise of secular and democratic republics, and the eventual rise of Napoleon Bonaparte. This revolutionary period is crucial in understanding the transition from feudalism to modernity in Europe.
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executives, and investors.
3. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
3
4.
5. Meet the Faculty
MODERATOR:
John Levitske - Ankura Consulting Group, LLC
PANELISTS:
Lee Gould - Gould & Pakter Associates LLP
Angela Sadang - Marks Paneth LLP
Mark Zyla - Zyla Valuation Advisors, LLC
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6. About This Webinar
Minority and Illiquidity Discounts
Like the sale of goods, sometimes the share of ownership in a company must be discounted
due to difficulty in finding a buyer. Liquidation costs of equity in private businesses may be
substantial, and the equity’s value is discounted for that potential illiquidity. Likewise, partial
ownership of a private firm may be worth less than proportional share of the total business.
This webinar delves into these types of discounts and how they may impact the valuation of
your asset.
6
7. About This Series
Valuation 2021
What’s it worth? Whether you are engaged in the sale of an asset or attempting to recover damages in
litigation, valuations are often necessary for convincing the other side that your price is right. In
transactions, valuations assist parties in determining the price they are willing to pay or receive in the sale
of a security, business, or asset. In litigation, valuations play a critical role in setting a baseline for
damages awards. Expert assistance is required to accurately value many assets, whether it is a
business, a security, an intangible asset such as intellectual property or a brand, or lost profits in a
litigation context. Choosing the appropriate valuation expert can make or break your transaction or your
case, given the extensive battles between valuation experts that arise in contested matters. This series
provides an overview of valuation in its many contexts, from business valuations in transactions to battles
between valuation experts in all aspects of litigation.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
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8. Episodes in this Series
#1: What's it Worth? Valuing a Business for Sale
Premiere date: 2/3/21
#2: Valuing Lost Profits for Litigation Purposes
Premiere date: 3/3/21
#3: Selecting the Right Valuation Expert
Premiere date: 4/7/21
#4: Minority and Illiquidity Discounts
Premiere date: 5/5/21
#5: Valuing Your Brand and Other "Soft" Assets
Premiere date: 6/2/21
8
10. Agenda
I. Levels of Value
II. Minority Discounts (Discounts for Lack of Control)
III. Illiquidity Discounts and Discounts for Lack of Marketability
IV. Magnitude of Discounts if Applicable
V. Topical Areas
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VI. Appendix: About the Faculty
13. What is a Minority Ownership Discount?
• Typically owning a controlling share of a firm carries a relative premium
Conversely, lacking control requires a discount
• Also called a “lack of control” discount
13
14. What is an Illiquidity Discount?
• Liquidation of equity interests in a private firm is more difficult than in a publicly traded
company and so has higher transaction costs as a percentage of firm value.
14
15. Magnitude of Discounts
• Commonly: Valuation is a function of expected cash flows, risk and growth
• Size and applicability of discounts depends on the facts and circumstances related
to:
The purpose of the valuation
The subject closely held company
The subject nonmarketable business ownership interest
15
17. Minority Ownership / Lack of Control Discount
• What is “control”?
100% has control
Between 66 2/3% and 100% is a supermajority
Between 50% and 66 2/3% is control but cannot liquidate
50-50% is a tie and no one really has control
Less than 50% represents a minority
17
18. Minority Ownership / Lack of Control Discount
• Minority interests in a privately-held company are worth less on a per-share basis
than controlling interests
• A minority shareholder is usually unable to effectively influence the operations or
results of the business
18
19. Minority Ownership / Lack of Control Discount
• In private firms, control is an issue when considering how much to pay for a private firm
May have a premium for a badly managed private firm because buyer thinks
could run it better
The value of control is directly related to the discount that would attach to a
minority holding (less than 50%) as opposed to a majority holding
The value of control also becomes a factor in how much of an ownership stake
a buyer will demand in exchange for a private equity investment
19
20. Privileges of Control
• Elect directors and appoint management
• Determine management compensation and perquisites
• Set policy and change the course of business
• Acquire or liquidate assets
• Select people with whom to do business and award contracts
• Make acquisitions
• Liquidate, dissolve, sell, leverage or recapitalize the company
• Sell or acquire treasury shares
• Register the company’s stock for a public offering
• Declare and pay dividends
• Change the articles of incorporation or bylaws or operating agreement
20
21. Degree of Control
• Benefits of control depend on the degree of control in the shareholder’s interest
• Degree of control determined by:
Relevant law in the jurisdiction (e.g., whether the jurisdiction requires a two-
thirds majority to approve certain actions)
Corporate agreements – the company’s articles of incorporation, shareholders’
agreement, or operating agreement may affect the powers of a controlling
shareholder
Distribution of shareholder interests
Ability to control dividends
21
22. Degree of Control
• Degree of control will influence the magnitude of the discount
• Adjustments to reflect different degrees of control are made on a case-by-case
basis
22
24. Common Instance Where This Arises
• Population of potential buyers for most closely held company ownership interests is
smaller than the potential buyers for most publicly traded securities
24
25. Lack of Marketability vs. Lack of Liquidity
• Anything liquid has to be marketable
Any asset that is quickly and easily converted to cash at minimal cost and
minimal loss in value (i.e., a liquid asset) must, by definition, have no
characteristics that impair the salability of the asset (i.e., a nonmarketable
asset)
25
26. Lack of Marketability vs. Lack of Liquidity
• Reverse of the proposition is not true – an asset or ownership interest can be
marketable but not liquid
Assets can have impaired liquidity (i.e., due to higher costs of selling or a
longer period required for sale)
BUT the impairment in liquidity is not of sufficient degree to cause the salability
(i.e., marketability) of the asset to become impaired
Example: a controlling interest in a privately-owned company is considered
illiquid because it’s not “actively traded public stock” yet it can still be readily
sold because it’s a controlling interest, not a minority one
Lack of marketability is generally considered to command a much greater
discount than that of illiquidity alone
26
27. Lack of Marketability
• “…an amount or percentage deducted from the value of an ownership interest to
reflect the relative absence of marketability”
Source: International Glossary of Business Valuation Terms
• Marketability is valuable
All things equal, investors will pay more for the more liquid (marketable) asset
Discount for lack of marketability is largest money issue in many, if not most,
disputed valuations of minority interests in closely-held, private companies
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28. Lack of Marketability
• Context/Frame of Reference
Valuation “reference points” generally derived from freely traded securities
o Discount rates derived from vendor databases (i.e. Duff & Phelps,
competitors)
o Market multiples derived from guideline securities
o Discount rates derived from P/E multiples
Since the object of most business valuations is a closely-held, non-marketable
security, a discount is warranted from the value derived using “freely traded”
reference points
28
29. Lack of Liquidity
• Liquidity implies the preservation of value when a security is bought or sold
• When the sale of ownership interests results in a large loss of value, it’s less liquid
29
30. Categories of Stock
• Actively traded public stock – liquid
• A large block of public stock (blockage) – marketable illiquid
• Thinly traded public stock – marketable illiquid
• Restricted stock in a public company – marketable illiquid
• Control interest in a public company – marketable illiquid
• Control interest in a private company – marketable illiquid
• Minority interest in a private company – nonmarketable
• Real estate – marketable illiquid
• Machinery and equipment – marketable illiquid
30
32. Magnitude of the Discount
As previously noted
• Commonly: Valuation is a function of expected cash flows, risk and growth
• Size of the discount depends on the facts and circumstances related to
The purpose of the valuation
The subject closely held company
The subject nonmarketable business ownership interest
32
33. Factors in Determining Discount
• Company's financial performance and growth
• Size of distributions
• Prospects for liquidity (expected liquidity event)
• Restrictions on transferability
• Company's redemption policy
• Pool of potential buyers
• Nature of the company, its history, other risk factors
• Amount of control in transferred shares
• Company's management
33
34. Benchmarks
• Benchmarks used are typically industry data that may be used to compare a
company to in order to determine its relative historical performance
• Appraisers will calculate a controlling marketable interest and then apply the various
discounts using these benchmarks
34
35. Categories of Stock
• Actively traded public stock – liquid
• A large block of public stock (blockage) – marketable illiquid
• Thinly traded public stock – marketable illiquid
• Restricted stock in a public company – marketable illiquid
• Control interest in a public company – marketable illiquid
• Control interest in a private company – marketable illiquid
• Minority interest in a private company – nonmarketable
• Real estate – marketable illiquid
• Machinery and equipment – marketable illiquid
35
36. Restricted Stock Study
• Restricted stock is the stock of a public company that is identical in all aspects to
freely traded stock of the company, except that it is restricted from trading on the
open market for a certain period of time
Usually around six months, may be as high as 12-24
• Studies done on publicly reported sales of restricted stock (reporting required by the
SEC) compare the sale prices in restricted stock transactions with the
corresponding daily trading price of the same publicly-held company
• Since buyers of restricted stock are subject to holding period restrictions, the
difference in price paid potentially measures the discount for lack of marketability
36
37. Valuation Methods and Levels of Value
37
LEVELS OF VALUE AND TYPES OF VALUATION METHODS
Valuation Method If Basis of Income Control / Minority Marketable / Non-Marketable
Income Approach
Capitalization of Benefits Control Cash Flows / [Minority] Control / [Minority] Marketable or Non-Marketable
Discounted Future Benefits Control Cash Flows / [Minority] Control / [Minority] Marketable or Non-Marketable
Excess Earnings Control Cash Flows Control Marketable or Non-Marketable
Market Approach
Guideline Public Company Control Cash Flows / [Minority] Control / [Minority]* Marketable
Acquisition Method Public Cos. Control Cash Flows Control Marketable
Acquisition Method Private Cos. Control Cash Flows Control Non-Marketable
Asset-Based Approach
Adjusted Book Value n/a Control Marketable
Liquidation n/a Control Marketable
Cost to Create n/a Control Marketable
*:See slide 41.
39. Common Contention Issues or Potential Errors in
Determining Discounts
• Leads to Lower Value Indication
Conservative projections
High discount rate
Large DLOM (discount for lack of marketability)
• Leads to Higher Value Indication
Aggressive projections
Low discount rate
Small DLOM, etc.
• Whether conservative projections should be accompanied by a lower discount rate
• Whether aggressive projections should be accompanied by a higher discount rate
• Discount rate to apply to a projection is a different concept (cost of capital) than
level of value related discounts such as for lack of control or liquidity
39
40. Common Potential Errors in Determining Discounts
• Using synergistic acquisition premia to quantify premiums for control
• Assuming that the discounted cash flow valuation method always produces a minority
value
• Assuming that the guideline public company method always produces a minority value
• Valuing underlying assets instead of the stock or partnership interests
• Using minority interest marketability discount data to quantify marketability discounts for
controlling interests
• Using only pre-initial public offering studies and not restricted stock studies as
benchmark for discounts for lack of marketability
• Indiscriminate use of average discounts or premiums applying (or omitting) a premium or
discount inappropriately for the legal context
• Quantifying discounts or premiums based on past court cases
• Using a tangible (real property, fixed assets, etc.) appraiser to quantify discounts and
premiums
40
41. Potential Areas of Dispute
• Whether guideline public company method yields a controlling-level of value
• Discounts for controlling, illiquid interests
41
43. About The Faculty
John Levitske - John.Levitske@Ankura.com
John Levitske, CPA/ABV/CFF/CGMA, ASA, CFA, CFLC, CIRA, MBA JD serves as a
business valuation, forensic accounting and damages expert witness, arbitrator, and advisor.
He provides business valuation, forensic accounting, purchase price analysis, damage
quantification, and dispute resolution services in complex commercial situations. He testifies
as an independent expert witness in disputes, both domestic litigation and international
arbitration, regarding issues of valuation, finance, accounting (e.g., GAAP) or damages. He
also acts as a neutral expert determiner or neutral arbitrator and advises clients in mediations
and negotiations. He is frequently consulted regarding business disputes, shareholder
disputes, M&A transaction disputes and bankruptcy.
To read more, go to https://www.financialpoise.com/webinar-faculty/john-levitske/
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44. About The Faculty
Lee Gould - lgould@litcpa.com
Mr. Gould focuses on performing valuations of closely held businesses, lost profit and
economic damages determination and forensic and financial accounting analysis. He has
almost forty years of experience in diverse engagements in numerous industries. Mr. Gould
has testified in Federal and State courts and participated in alternative dispute resolutions. He
has been recognized as an expert in business valuations, economic damages determination,
financial analysis, tracing assets and sources of funds used to purchase assets, revenue and
expense analyses and business economics.
To read more, go to https://www.financialpoise.com/webinar-faculty/lee-a-gould/
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45. About The Faculty
Angela Sadang - ASadang@markspaneth.com
Angela Sadang is a Principal in the Advisory Services group at Marks Paneth LLP. Ms. Sadang
specializes in business valuations and the valuation of intangible assets and has over 25 years’
experience providing corporate financial consulting services and performing valuations. She serves
both publicly traded and closely held companies in a wide range of industries that also involves
various asset classes. Ms. Sadang is a Chartered Financial Analyst (CFA) as designated by the
CFA Institute and is an Accredited Senior Appraiser (ASA) with specialty certifications in business
valuation and intangible assets as designated by the American Society of Appraisers. She also
holds an Accredited in Business Valuation (ABV) credential from the American Institute of Certified
Public Accountants. Her valuation experience includes business enterprise and intangible asset
valuation for financial and tax reporting, transfer pricing, mergers, acquisitions, divestitures,
reorganizations, gift/estate tax compliance, family wealth planning and ownership succession, audit
and litigation support, shareholder disputes, ESOPs, going private or public, and fairness and
solvency opinions.
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46. About The Faculty
Mark Zyla - mzyla@zylavaluationadvisors.com
Mark Zyla is Managing Director at Mark Zyla is Managing Director at Zyla Valuation Advisors,
LLC. He enjoys assisting his clients with solving complex valuation issues. Additionally, he is
active within the valuation profession. He is currently chairing the Standards Review Board
of the International Valuation Standards Council which sets valuation standards worldwide.
He was the primary author of the education program of the AICPA and the Royal Institute of
Chartered Surveyors for the Certified in Entity and Intangible Asset (CEIV) credential,
certifying valuation professionals in valuation for financial reporting purposes.
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47. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
47
48. About Financial Poise
48
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