Module II· Special Situations ValuationAdvanced
Question
What professional valuation standards apply to squeeze-outs and appraisal proceedings, and when are they relevant?
Answer
Mechanics
professional valuation standards (independent-expert / 'objectified' valuations) govern regulated valuations — for example, standards set by the national institute of auditors. Use cases:
- Squeeze-out (most jurisdictions let a 90–95% holder compulsorily buy out minorities): the minimum cash compensation for minority shareholders.
- Domination and profit-transfer agreements (subject to appraisal proceedings).
- Mergers and reorganizations.
- Inheritance / family-law valuations. Methodology: at its core it uses DCF (the capitalized-earnings / income approach), but with specific rules: (a) a tax-adjusted discount rate ('tax CAPM') that incorporates the investor's personal tax burden; (b) 'standardized' growth assumptions (inflation-oriented); (c) a specific beta-estimation approach. Expert valuations in M&A: usually as a supplement to a fairness opinion or on a change of control. Appraisal proceedings: a court review of the compensation amount — it can still revise the valuation upward 6–18 months after completion.
Deep diveShow more details
Pitch tip
'For large-cap squeeze-outs, know the standard valuation as a 'floor' — the market price is often 20–30% above it, but the appraisal-proceedings risk is calculable.'