Goodwill Valuation Guide 2006

Offer to Purchase Business, Including Goodwill  August 5, 2011 – 10:49 am
Valuation Guide For Goodwill

Offer to purchase business, including goodwill.

Business Offer To Purchase _________, Wisconsin, _________[date]

The undersigned Buyer, _________, hereby offers to purchase the business described below, known as (name of business) _________(type of business), _________(street address), _________(city), _________(state), _________.

Included in the purchase price are the following:

1. Personal Property. All tangible and intangible personal property and rights in personal property owned by Seller and used in the business, including furniture, trade fixtures and equipment, tools used in the business, telephone numbers and listings, customer lists, trade names, business records, supplies, leases, advance lease deposits, customer deposits, signs, all other personal property used in said business, and, if transferable, all permits, special licenses and franchises, except those assets disposed of in the ordinary course of business or as permitted by this offer to purchase.

The Purchase Price Further Includes (unless stricken):

a. goodwill

b. stock-in-trade (except that disposed of in the ordinary course of business prior to closing)

c. accounts receivable

d. other: _________

2. Real Property. Real property described as: _________ subject to municipal and zoning ordinances, recorded easements for public utilities, recorded building and use restrictions and covenants, general taxes levied in the year of closing and _________, in the _________ of _________, County of _________, Wisconsin, having a frontage of about _________ feet, with a depth of about _________ feet, and/or consisting of approximately _________ acres or _________ square feet.

Source: Best Sample Forms

Blue Book Pubns Blue Book of Gun Values, 26th Edition
Book (Blue Book Pubns)

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Thanks...to clarify

In this particular example I have seen on stock/equity valuation for a friend of mine, an certified Biz appraiser has used the 3 big valuations ..there is control premiums and minority discounts being applied depending on the stake you consider, as well as lack of marketability discounts. However, besides the basic economic and Strengths/weaknesses perceived of the company...there is no line-ite...verwhelming postives, ie money-making machine, long term relationships securing re-orders, the name/family history, goodwill, etc.
I had wondered if this was not included due to the valuation being down as a stock valuation since its an sales agency partnership via stock/s-corp. Its not like there are lots of tangible bricks/mortars as far as assets for a traditional accounting valuation.

Part 3

Ok, so how about non-punitive damages? First off, you brought up "goodwill," which you need to remember is something that sounds nebulous but actually isn't. "Goodwill" is a technical accounting term, and it represents a very concrete and definite sum of money. I'm not an accountant and I forgot all of the accounting principles my very determined Corporations prof tried to beat into me 30... party to stop breaching and do what he agreed to do in the contract. There's yet another pile of obscure rules about when this remedy is available (having to do, weirdly enough, with the split between Chancery Court and the Courts of Law in 18th-century England), but that's frequently an option in cases where it's impossible to put a dollar figure on the results of someone breaching a contract.

Yes, you should get a receipt

You don't need to send the receipt with your tax return, but it's good to have it in case you get a letter requesting you to provide proof of your non-cash donations. The valuation of non-cash items is based on their fair market value. In that case, you can go into a Goodwill or other types of second-hand furniture store (even eBay) to get an idea of the used valuation of your items. If you're d...00 worth of such items, you'll have to complete a supplementary schedule to include with your tax return. This schedule lists the pieces you donated, their values, and how you arrived at those values.
If someone gives you something, you have no obligation to return it. If you no longer have it, you no longer have it. Once an item is given away, there's no expectation that you will keep it.

The problem is the lawyer at issue

I am a business and finance attorney and have drafted loads of these agreements over the years. It is the knowledge, experience and participation of a good attorney that makes the cost either worthwhile or worthless.
A few examples of issues, from just a few provisions, may illustrate the process. When structuring a dispute resolution clause do you: (1) select just arbitration, med/arb, p...l the research and go through numerous forms to get the idea and know IL law well, then you could do this yourself. Note, if you do this yourself, the other members will use that fact to work against any interpretation you constructed. I guess the question is whether the time it will take to do a good job or the risk of not doing that worth saving a few thousand or not. Only you can decide that.

Virginia Supreme Court muddies damages valuation of lost goodwill in trade …  — Lexology
In 21st Century, the actual sales data also did not reflect lost value, but the Court required that it do so to sustain a lost goodwill valuation. Parties claiming lost goodwill damages should thus be cautious in relying upon actual data, rather than …

Measuring a firm's goodwill value  — DAWN.com
The SECP challenged the valuation of the assets but did not comment on the goodwill valuation. The SECP, however, did not inform the court that shares against goodwill could not be allowed under capital issue rules of 1996. As a result, the high court …

Wiley The Little Book of Value Investing (Little Books. Big Profits)
Book (Wiley)

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