Neuman v. Neuman
Neuman v. Neuman, 842 P.2d 575, 582 (Wyo. 1992), With these concepts in mind, we will explore methods used to value closely-held corporations in other jurisdictions.
In Grelier v. Grelier, 44 So. 3d 1092, 1097-98 (Ala. Civ. App. 2009), an Alabama appellate court discussed two methods of valuing a closely-held corporation: the "fair market value" and "fair value" methods.
The court noted that the laws of other states relating to the distribution of marital assets call for a determination of the assets' fair market value, which would establish the value of a closely-held corporation as "the price a willing buyer would pay to a willing seller in a hypothetical sales transaction." Id. at 1097.
However, the court rejected the fair market value method because Alabama's marital property distribution statute simply called for equitable distribution of assets, a standard which "implies that the valuation must be fair to all parties concerned." Id.
Instead of the fair market value method, which the court determined was not necessarily fair to all parties concerned, the court indicated its preference for a fair value method of valuing closely-held corporations. Id. at 1098.
The court borrowed the fair value method from Alabama's dissenting shareholder jurisprudence. Id. The purpose of the fair value method is to fairly compensate those with interests in the corporation even if this compensation is not exactly the same as a free market's judgment would be regarding value. Id. The court noted that the fair value method is particularly useful in the closely-held corporation context because closely-held corporations are not publicly traded and therefore technically have no fair market value. Id.
Because of the benefits of the fair value method, the court ultimately reversed the trial court's use of the fair market value method of valuating the closely-held corporation at issue. Id.
In Neuman v. Neuman, the Wyoming Supreme Court analyzed several other methods of valuing a closely-held corporation in the context of the distribution of marital property
Four methods of valuing closely-held corporations were identified: (1) book value; (2) capitalization of earnings; (3) historical earnings; and (4) comparable sales. Id.
Book value is determined through "taking the aggregate equity of the stockholders in the company and dividing it by the number of outstanding shares." Id. The capitalization of earnings method values a corporation by taking an average accumulation of earnings, discounting from that average for factors such as a lack of marketability, and multiplying the discounted average by "an appropriate capitalization factor." Id. The historic earnings method "represents an attempt to adjust, by price level adjustment, the historical cost statements for earnings power over the life of the entity." Id.
Finally, the comparable sales approach bases the value of a corporation on a comparable sale of another closely-held entity. Id.
However, the comparable sales approach is not always workable since there is not always another sale of a closely-held corporation for comparison purposes.
After considering the four valuation methods, the trial court adopted the capitalization of earnings approach and valued the stock in the closely-held corporation based on a capitalization of earnings analysis prepared by the wife's expert. Id. at 580.
The Neuman court upheld the trial court's decision, noting that the capitalization of earnings approach is useful because it focuses on the value of the business at the time of the divorce and "avoids the problem of valuing a business on the basis of post-divorce earnings and profits." Id. at 581.
However, its decision to uphold the trial court was not based solely on the valuation method adopted by the trial court. Id. at 582.
Regardless of the method of valuation ultimately chosen by the trial court, the main reason the Wyoming Supreme Court upheld the trial court's decision is that the record clearly showed that the trial court considered and evaluated all testimony before making its conclusion and supported its conclusion with "nearly five pages of explanation" in its findings of fact on the issue. Id. at 581-82.