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BUSINESS VALUE vs. UNDERLYING ASSETS

The Mentor Group

Each of the fixed and IP assets should be appraised at fair market value. Any remaining value over and above these asset values is the residual or goodwill of the enterprise. An asset sale – similar to the above, where the buyer can assign market value to each asset for future depreciation.

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STOCK vs. ASSET - ALLOCATION OF PURCHASE PRICE

The Mentor Group

Buyer must determine market value of each tangible and intangible asset acquired. Particularly important may be the value assigned to identifiable intangible assets (not goodwill) which were not on the Seller’s balance sheet. 6) section 197 intangibles (7) goodwill and going concern value.

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Focus on New Jersey Appraisal

Appraisal Rights

Mirroring Delaware law, New Jersey law includes a market-out exception for mergers, denying shareholders appraisal rights if the shares are listed on a national exchange or held by 1,000 or more shareholders. 17, 2010), the Appellate Division dealt with the proper valuation of fair market value rather than appraisal rights in general.