When a purchaser acquires
a 100% interest of a business, included is complete
control. THe purchase price includes a "control
premium". Data suggests a premium of 30-40%
above the value of freely-traded non-control minority
interests. [Banister at 7]
If a purchaser acquires control, though less
than 100%, the seller may still demand a control
premium. This control can come in various sizes:
- controlling interest (typically
51% in a closely-held firm) gives majority control
under most state corporate statutes
- blocking position (such as
34% when 2/3 majority voting is required) gives
the purchaser a veto over fundamental corporate
transactions, if supermajority voting is required
under the corporate statutes or the company's
articles or bylaws
- control block (15-20% in
a typical publicly-traded firm) gives effective
control over proxy voting in a public corporation,
to elect board and approve other fundamental
actions
The value of a less-than-100% controlling interest
depends on the power it gives the purchaser under
the firm's organizing law and constitutive documents,
as well as the distribution of ownership in the
firm.
Key man discount. A "one
man" business may depress the value of the
business, particularly if there is a lack of capable
successors. In valuing this type of business,
the risk of the loss of the manager and the absence
of management succession are pertinent factors.
Rev. Rul.
59-60. |