Page 96 - M & A Disputes

3. Appendix C, "Glossary of Additional Terms," of SSVS No. 1). fn 3

The definitions offered in this practice aid are for illustrative purposes only and do not contain a com-
prehensive or an exhaustive list that one may encounter in an M&A or postpurchase price dispute.
Moreover, the definitions are not provided to give legal guidance or any legal opinions and are only pre-
sented from a financial perspective. Accordingly, departure from the following definitions is not intend-
ed to provide a basis for civil liability and should not be presumed to create evidence that any duty has
been breached.

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Adjusted book value method. A method within the asset approach whereby all assets and liabilities
(including off-balance sheet, intangible, and contingent) are adjusted to their fair market values
(NOTE: In Canada on a going concern basis). (Practitioner — Appendix B)

Adjusted net asset method. See adjusted book value method. (Practitioner — Appendix B)

Agreement. 1. A mutual understanding between two or more persons about their relative rights and
duties regarding past or future performances; a manifestation of mutual assent by two or more
persons. 2. The parties’ actual bargain as found in their language or by implication from other
circumstances, including course of dealing, usage of trade, and course of performance. UCC § 1-
201(b)(3). (BLD)

Appraisal. See valuation. (Practitioner — Appendix B); 1. The determination of what constitutes
a fair price; valuation; estimation of worth. 2. The report of such a determination. (BLD)

Appraisal approach. See valuation approach. (Practitioner — Appendix B)

Appraisal date. See valuation date. (Practitioner — Appendix B)

Appraisal method. See valuation method. (Practitioner — Appendix B)

Appraisal procedure. See valuation procedure. (Practitioner — Appendix B)

of terms whose meanings are clearly established and consistently applied throughout the profession. If, in the opinion of the busi-
ness valuation professional, one or more of these terms needs to be used in a manner that materially departs from the enclosed
definitions, it is recommended that the term be defined as used within that valuation engagement. This [appendix] has been devel-
oped to provide guidance to business valuation practitioners by further memorializing the body of knowledge that constitutes the
competent and careful determination of value and, more particularly, the communication of how the value was determined. De-
parture from this [appendix] is not intended to provide a basis for civil liability and should be presumed to create evidence that
any duty has been breached.

fn 2 For purposes of this appendix, certain definitions are presented from appendix B of SSVS No. 1. These definitions from SSVS
No. 1 are designated as Practitioner — Appendix B. Practitioners performing a valuation in litigation or investigation follow both
Statement on Standards for Forensic Services (SSFS) No. 1 and SSVS No. 1.

fn 3 For purposes of this appendix, certain definitions are presented from appendix C, "Glossary of Additional Terms," of SSVS No. 1.
These definitions from SSVS No. 1 are designated as Practitioner — Appendix C.

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