WFU Law School
Law & Valuation
5.4.1 Ownership Interests - Bundle of Rights

Ownership Interests Example

Illustration

A real estate holding company, based on a DCF valuation, is worth $100,000. The company operated as a corporation is owned by A-60% B-20% C-20%. What is the market value of their shares?


Control premium / minority discount. At first glance, you might think this is a simple question of computing proportions. But consider the value of control, namely A's ability to elect the board and decide such fundamental matters as selling all the corporate assets, merging with another company, or dissolving and liquidating. A purchaser of A's shares might be willing to pay a premium for A's shares - perhaps $15,000! A's shares (financial rights and governance power) could well fetch $75,000 in an arms-length transaction - a 25% premium ($15,000/$60,000).

What are the B and C shares worth? Presumably, together no more than $25,000 - each $12,500. That is, these shares would be subject to a 37.5% discount ($15,000/$40,000).

Marketability discount. What if the B shares are subject to a contractual stipulation that they can be sold only to other members of the firm, but the C shares can be sold back to the firm at "fair value.". This should make the C shares more valuable because C has a "market" of sorts into which to sell. The lack of ready marketability for the restricted B shares could well cause them to be worth 30% less than if fully marketable, while the C shares might lose only 10% of their value because of their relatively greater marketability.

Final (hypothetical) answer:

Owner
Pro rata
value
Control premium
-----
minority discount
Marketability
discount
Market value
A
$60,000
+ 25%
$60,000(1.25)=
$75,000
B
$20,000
- 37.5%
-30%
$20,000(.625)(.7)=
$8,750
C
$20,000
- 37.5%
-10%
$20,000(.625)(.9)=
$11,250
Total
$100,000
$95,000

Notice that total firm value of $100,000 is more than aggregate market value of ownership interests, given the marketability discount of the minority shares.

5.4.1 Ownership Interests - Bundle of Rights

©2003 Professor Alan R. Palmiter

This page was last updated on: August 4, 2003