Which standard of value applies in a Florida partner buyout — fair market value or fair value?
It depends on the trigger. If the buyout is governed by a buy-sell agreement, an LLC operating agreement, or a shareholders' agreement, that document usually controls — and most private agreements default to fair market value, often with explicit marketability and minority discounts. If the buyout is governed by Florida statute — for example, a dissociated LLC member valued under Chapter 605, F.S., or a dissenting shareholder under Chapter 607, F.S. — the standard is typically fair value, frequently without marketability or minority discounts on policy grounds. The first thing I do on any buyout engagement is read the controlling document and confirm the standard of value with counsel before opening the financials.
Our buy-sell has its own valuation procedure. Can you still help?
Yes — most engagements I take begin exactly that way. Buy-sell valuation procedures range from formula-based (a multiple of EBITDA, a book-value formula, a five-year average of distributions) to appraiser-driven (single appraiser, dual appraiser with a baseball-arbitration tiebreaker, or three-appraiser panels). My role can be to apply the formula and validate the result, to serve as one of the two appraisers, to act as the neutral tiebreaker, or to challenge or defend a procedure that produces an unreasonable outcome. I read the procedure first and tell counsel whether what the agreement actually says is what the parties think it says — they are often different.
Do marketability and minority-interest discounts apply in our case?
That is one of the most consequential questions in any buyout valuation, and the answer depends on the standard of value. Under fair market value, both discounts typically apply and can move the conclusion by 25 to 45 percent in combination. Under fair value — most often in oppression cases and statutory dissociation — both discounts are frequently disallowed on the policy grounds that a departing partner should not be penalized for the illiquidity created by the dispute itself. I quantify the discounts using empirical studies (restricted-stock and pre-IPO data for marketability, and data-driven minority-interest analysis for control premiums), document the inputs in a dedicated report exhibit, and stand behind the conclusions on cross-examination.
Can you serve as a joint neutral appraiser for both partners?
Yes. When both partners or both counsel agree, I can be retained as the single neutral appraiser serving both sides — one engagement letter signed by both parties, one report delivered simultaneously, no party-favorable advocacy in the language. Recent examples include partner-dispute mediations involving real estate rentals, real estate storage, and a meat wholesaler — all in Tampa-area Florida. The neutrality designation typically lowers cost meaningfully and shortens the timeline. Ask whether your case is a fit.
What about minority oppression and judicial dissolution cases?
Florida courts frequently impose a fair-value buyout as an equitable alternative to dissolution where minority oppression, freeze-out, or breach of fiduciary duty is established. The valuation in those engagements has to be built to survive deposition and trial — not just to anchor a settlement. The standard is typically fair value as of the filing date or the date of the precipitating act, often without marketability or minority discounts, and the appraiser frequently must address whether non-economic conduct by the controlling owners (excessive compensation, related-party leases, discretionary diversions) requires normalization adjustments. I have valued in oppression-adjacent partner disputes across multiple Florida judicial circuits.
Do you handle LLC member buyouts differently than corporate stock buyouts?
Yes. The statutory framework is genuinely different. Florida LLC member buyouts run under Chapter 605 of the Florida Statutes, which governs dissociation, distributional interests, and the rights of withdrawing members — and the LLC operating agreement can modify many of those defaults in ways that a corporate shareholders' agreement cannot. Corporate stock buyouts run under Chapter 607, the bylaws, and the shareholders' agreement. The valuation date convention, the standard of value default, and the discount framework all differ. I read the controlling instrument and the relevant chapter before pricing the engagement.
Will the report hold up at deposition and trial?
That is the standard the report is built to. My CV documents 11 court testimony appearances, 11 deposition appearances, and 3 mediations. My valuation methodology has been challenged through full Florida appellate review in family-law engagements and was affirmed both times. The CBA designation is the only U.S. business-appraisal credential that requires peer review of completed reports as a condition of certification, which is one reason the methodology survives cross-examination. The same framework that survived appellate review in those cases is what I bring to partner-buyout work.
What documents do you need to start a partner-buyout valuation?
For most engagements: the buy-sell, operating agreement, or shareholders' agreement (and any amendments); three to five years of business tax returns; the most recent year-to-date P&L and balance sheet; owner compensation history for all owners; a fixed-asset schedule; the lease; any pleadings filed to date if the matter is in litigation; and a 60- to 90-minute management interview by Zoom. Where the buyout is statutory (dissociation or oppression), I will also want the dissociation notice, the demand letter, or the relevant pleadings. I send a tailored information request once I have talked through the triggering facts with counsel and we have fixed the valuation date and the standard of value.
Do you offer a Phase I diagnostic before committing to a full report?
Yes. For many buyout engagements, a Phase I preliminary calculation of value gets the parties to a defensible number range in two to three weeks, at a fraction of the cost of a full Conclusion of Value report. Phase I is enough for many mediation and settlement contexts — particularly when the goal is to find out whether the buy-sell formula is reasonable or whether a settlement is even on the table. Phase II — the full Conclusion of Value with all three approaches developed — is the right deliverable when the case is heading to trial, when one side is likely to challenge the methodology, or when a court-ordered fair-value determination is required.
Can you take buyout engagements outside of Florida?
Yes. While the bulk of my work is Florida, my CV documents engagements in California (entertainment-industry pre-arbitration), Delaware, Texas, Arizona, and Quebec, Canada. The CBA credential and NACVA standards are recognized nationally, and I work with local counsel to confirm any state-specific buyout statutes — corporate-code dissenting-shareholder regimes and LLC dissociation regimes vary meaningfully by state — before issuing the report.
