PAGE 7 Conference Presentations, Webinars, and Professional Journal Articles:

“Valuing the Employee Purchase of Employer Company Stock—Part II”
By Robert F. Reilly, published in the October 2012 issue of Business Valuation Alert. This article is reprinted with the publisher’s permission from Business Valuation Alert, a monthly newsletter on business valuation planning published by CCH, INCORPORATED a Wolters Kluwer business. Copying or distribution without the publisher’s permission is prohibited. To subscribe to Business Valuation Alert or other CCH journals or newsletters, please call 800-449-8114 or visit www.tax.cchgroup.com.
This article describes common contractual rights and privileges that a valuation analyst should consider in the employee purchase valuation of employer company stock. It then summarizes the impact of these contractual rights and privileges on the employer stock valuation.


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Willamette Management Associates Whitepaper:
Valuation Analyst Considerations in the C Corporation Conversion to Pass-Through Entity Tax Status
By Robert F. Reilly, CPA
For a variety of economic and taxation reasons, 2012 may be a particularly good time for a closely held C corporation to convert to pass-through entity tax status. As summarized in this white paper, there are both tax costs and tax benefits associated with such a business tax status conversion. However, both the costs and benefits are affected by the conversion date valuation of the taxpayer entity assets. Therefore, a contemporaneous valuation of the closely held business assets is an important component of the tax status conversion decision.


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Intangible Asset Valuation—Cost Approach Methods and Procedures
This presentation was delivered on September 20, 2012, by Robert Reilly, managing director at Willamette Management Associates, to the Business Valuation Association meeting in Chicago, Illinois.
The presentation discusses common reasons to value intangible assets, common types of health care intangible assets, generally accepted intangible asset valuation approaches, and the valuation process. It then goes on to explore reasons to use the cost approach, cost approach methods, remaining useful life considerations, and obsolescence measurement procedures.


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BVR/AHLA Guide to Healthcare Valuation, 3rd edition
BVR/AHLA Guide to Healthcare Valuation, 3rd edition
Robert Reilly, a managing director of the firm, contributed a chapter to the book, BVR/AHLA Guide to Healthcare Valuation, 3rd edition, published by Business Valuation Resources. Robert's chapter is titled "Valuation Issues Affecting Tax-Exempt Healthcare Organizations." The book can be ordered through Business Valuation Resources by clicking the book cover or here: See More

“Reasonable Compensation for Corporate Owner/Employees”
By John C. Ramirez, published in the July/August 2012 issue of Valuation Strategies, a Thomson Reuters publication. This article appears in and is reproduced with the permission of Valuation Strategies, Vol. 15, No. 6, July/August 2012. Copyright (c) 2012 Thomson Reuters/WG&L. All rights reserved.
The reasonableness of shareholder/employee compensation is often a highly controversial issue, with significant tax-related consequences, that must be understood by valuations analysts. This discussion focuses on the generally accepted factors and methods that should be considered during a reasonable compensation analysis.


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ESOPs & Valuation
This webinar, sponsored by the American Institute of Certified Public Accountants (AICPA), was presented on July 11, 2012, by Robert Reilly, managing director at Willamette Management Associates, Marilee Lau (retired) of KPMG, and Marcus Aron, CPA.
This webinar explored auditors’ responsibilities and related auditing standards relative to shares of stock held by employee stock ownership plans. It discussed recent concerns of the Department of Labor relating to valuations of employer company stock. The webinar also explored generally accepted methodology and standards for valuations of employer corporation stock and fairness opinions related to ESOP transactions.


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Willamette Management Associates Whitepaper:
Practical Procedures for a Debtor Corporation to Realize the Value of its Intellectual Property
By Robert F. Reilly, CPA
Most debtor corporation managements make serious efforts to manage their company’s working capital assets and tangible assets. However, many debtor corporation executives assign less importance to the management of the company’s commercial intellectual property. Nonetheless, in many industries, intangible assets (including intellectual property) account for a large portion of the typical debtor corporation’s total business enterprise value. There are numerous procedures that a debtor corporation can implement to more effectively manage its IP. This white paper summarizes ten procedures that the typical debtor corporation can perform to more effectively control and more efficiently exploit its IP. In particular, this white paper explains how a valuation analyst can help the debtor corporation management to (1) inventory, control, and appraise the debtor company’s IP and (2) maximize the value of the debtor company’s IP.


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“Enjoy This Book—It’s Not as Heavy as It Sounds”
By Robert Reilly, published in the May/June 2012 issue of The Value Examiner, a bi- monthly publication of the National Association of Certified Valuation Analysts.
This is a book review of the book Pricing the Future: Finance, Physics, and the 300- Year Journey to the Black-Scholes Equation, by George Szpiro, Ph.D. Robert Reilly describes this book as an anthology of many stories—about Dutch tulip bulb traders, Jewish mathematicians, German physicists, American finance analysts, and a multinational collection of academicians. He writes that Pricing the Future presents a very interesting and informative story, and he points out that Szpiro is an excellent storyteller. Robert recommends this book highly as a “vacation read” for anyone with a financial background.


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“Mastering Intellectual Property Transfer Price Analysis”
By Aaron M. Rotkowski and Scott R. Miller, published in the May/June 2012 issue of the Valuation Strategies, a Thomson Reuters/WG&L publication.
This article addresses issues an analyst may encounter when applying the procedural guidance provided by Internal Revenue Code Section 482 and the corresponding regulations with regard to the calculation of a fair, arm’s-length royalty rate for the intercompany transfer of intellectual property between a multinational parent company and its controlled foreign subsidiaries.


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Proving or Contesting Debtor Insolvency under the Balance Sheet Test: Analyzing Insolvency in Preference and Fraudulent Transfer Litigation
This webinar, sponsored by Strafford Publications, was presented on May 10, 2012, by Robert Reilly, managing director at Willamette Management Associates, Corey R. Weber of Ezra Brutzkus Gubner, and Christopher Harris of Latham & Watkins.
The webinar discussed various definitions of insolvency and the burden of proof for insolvency. The presenters reviewed the various tests for insolvency (i.e., the balance sheet test, the capital adequacy test, and the cash flow test). In particular, the presenters focused in on the balance sheet test.


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Do M&A Transaction Prices Reflect Fair Market Value for Ad Valorem Property Tax Purposes?
By Travis Lance, published in the May 2012 issue of the Journal of Multistate Taxation and Incentives. This article appears in, and is reproduced with the permission of, the Journal of Multistate Taxation and Incentives, Vol. 22, No. 2, May 2012. Copyright (c) 2012 Thomson Reuters/WG&L. All rights reserved.
One market approach valuation method that is sometimes used in a unit principle valuation analysis is the guideline merged and acquired company method. The guideline merged and acquired company method values the taxpayer property by applying valuation pricing multiples extracted from actual purchases of guideline (or comparative) operating businesses. The analytical issue associated with the use of the guideline merged and acquired company method is that it may overstate the fair market value of the subject property. This value overstatement may occur because the prices paid in merger and acquisition (M&A) transactions are often greater than fair market value prices. This discussion explains some of the reasons why corporate acquirers sometimes pay more than fair market value prices in M&A transactions. And, this discussion explores empirical data to support the conclusion that market-based transaction prices often represent a value other than (and greater than) fair market value.


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