Discount for Lack of Marketability (Stock) – Definition

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Discount for Lack of Marketability (Stock) – Definition

The Discount for Lack of Marketability, often called a “liquidity discount”, is a fixed amount or percentage deducted from the selling price of a block of shares that lacks marketability. These are the closely held or restricted shares that cannot be resold in the market easily.

A Little More on What is Lack of Marketability

The publicly traded stocks have a ready market and can be converted into cash easily with minimum administrative costs and a high degree of certainty as to the net amount. On the other hand, the privately held stocks lack the marketplace.
Depending on its nature, the discount rate is calculated by various methods including IPO method, restricted stock method, and the option pricing method.

The IPO method calculates the price difference between the shares issued before the initial public offering and after it. The percent difference between the two is considered to be the discount for lack of marketability.

The restricted stock method assumes the only difference between restricted stock and common stock is that the restricted stocks are not marketable. This difference leads to the price variance of these two types of share.

In option pricing method, the option price as a percentage of the strike price is the DLOM.

Studies have shown the discount for lack of marketability ranges between 30% and 50%.

It is often difficult for the valuation analysts to evaluate the DLOM during disputes in generation-skipping transfer tax, estate tax, gift tax, income tax, property tax, and others. In the U.S. the Internal Revenue Service (IRS) provides some guideline for dealing with these issues.

References for Lack of Marketability

Academic Research on Marketability Discount

An average-strike put option model of the marketability discount, Finnerty, J. D. (2012). Journal of Derivatives19(4), 53. This paper focuses on the ability to sell a stock as a marketability discount without restrictions. In this paper, the author argues that a better assumption is that the investor has no special timing ability, so the option to sell should be closer to a put on the average price. Using this model, he finds that it tends to understate the observed marketability discount, but the theoretical option value is highly significant in regressions on the discount in over 200 private placements.

A Minimum Marketability Discount, Seaman, R. M. (2005). Business Valuation Review24(4), 177-180. The objective of this study of LEAPS is to contribute to improved substantiation of the discount for lack of liquidity, long a concern of both valuation practitioners and courts. The study shows that the stocks of even the largest and most secure companies have discounts of 10% or more. For companies with sales revenues under $500 million, discounts of 23% to 36% are common.

Discount for lack of marketability: A theoretical model, Abrams, J. B. (1994). Business Valuation Review13(3), 132-139. The purpose of this article is to examine and quantify the factors that determine the discount for lack of marketability. The article reviews some recent literature and develops a logical framework to segment the discounts into several components. It also presents a model for calculating the transactions cost components of the discount for lack of marketability.

A note on using regression models to predict the marketability discount, Feldman, S. J. (2002). Business Valuation Review21(3), 145-151. The regression models of Silber, and Hertzel and Smith have provided both the intellectual and empirical basis for forecasting the size of marketability discounts. These models were initially developed to study the determinants of the marketability discount. It has been suggested that they should now be used as a basis for forecasting the marketability discount. This paper demonstrates that these models should not be used for this purpose because the forecast errors are likely to be large.

A primer on the quantitative marketability discount model, Mercer, Z. C. (2003).  The CPA Journal73(7), 66. This paper discusses the application of the Quantitative Marketability Discount Model (QMDM) for business valuation. It states the factors to consider regarding the expected growth in value and the expected dividends in business valuation. It also discusses the features of the QMDM, and the application of this model in commercial partnerships.

Estimating the Discount For Lack of Marketability-Using Proportional Bid-Ask Spreads, Chipalkatti, N. (2001). Business Valuation Review20(1), 3-10. This article offers an alternative model for the computation of discount for lack of marketability (DLOM) that is based on a bid-ask spread data. The methodology proposed in this paper permits a business appraiser to obtain a market based assessment of the DLOM as of the date of valuation that incorporates the industry-specific and firm-specific information.

The use of theoretical models to estimate the discount for lack of marketability, Lance, T. R. (2009). BVR’s Guide to Discounts for Lack of Marketability. This chapter offers insights on the published studies related to the theoretical discount for lack of marketability (DLOM) models. It further provides insights related to the appropriate application of the theoretical DLOM models (options pricing model, and discounted cash flow models).

The Quantitative Marketability Discount Model: A Shareholder Level DCF Model, Mercer, Z. C., & Harms, T. W. (2012). Business Valuation Discounts and Premiums, 213-224. This paper explores the Quantitative Marketability Discount Model (QMDM) for valuation of income method.

Discount for Lack of Marketability: Do IPO Studies Tell Us Anything?, Hatch, J. (2004). Business Valuation Review23(1), 10-13. This article analyzes some of the criticisms made by analysts in connection with the use of IPO studies for the purpose of estimating discounts for lack of marketability applicable to equity transactions in private companies. A simple model is presented that shows that the discounts observed in such studies may underestimate the true marketability discount, as the price discount required by investors will fall with the likelihood of a successful IPO. The model suggests a bias in the opposite direction of that commonly mentioned.

Dissecting the Discount for Lack of Marketability, Bogdanski, J. A. (1996). ESTATE PLANNING-BOSTON-23, 91-95.

A General Option Valuation Approach to Discount for Lack of Marketability, Brooks, R. (2016). Business Valuation Review35(4), 135-148. In this paper, a general option-based approach to estimating the discount for lack of marketability is offered. The model is shown to contain several option-based models as special cases. The model also contains two weighting variables that provide valuation professionals much needed flexibility in addressing the unique challenges of each non-marketable valuation assignment. Selected prior empirical results are reinterpreted with this approach.

An Empirical Examination of the Marketability Discount on Closely Held Companies, Von Olfers, J., Farinella, J., Schuhmann, P., & Graham, E. (2012). Annals of the International Masters of Business Administration at UNC Wilmington5(1). This paper measures the marketability discount for closely held companies and provides new evidence regarding the size of this discount. Furthermore, the paper examines key variables that impact the size of this discount.

Option pricing as a proxy for discount for lack of marketability in private company valuations, CHAFFE III, D. B. (1993). Business Valuation Review12(4), 182-188.

How much can marketability affect security values?, Longstaff, F. A. (1995). The Journal of Finance50(5), 1767-1774. This paper suggests that how marketability affects security prices is one of the most important issues in finance. The paper derives a simple analytical upper bound on the value of marketability using option-pricing theory. It shows that discounts for lack of marketability can potentially be large even when the illiquidity period is very short. This analysis also provides a benchmark for assessing the potential costs of exchange rules and regulatory requirements restricting the ability of investors to trade when desired.

Quantitative support for discounts for lack of marketability, Johnson, B. A. (1999). Business Valuation Review18(4), 152-155.

Discounts for lack of marketability for closely held business interests, Maher, J. M. (1976). Taxes54, 562.

The discount for lack of marketability in privately owned companies: a multiples approach, Paglia, J. K., & Harjoto, M. (2010). Journal of Business Valuation and Economic Loss Analysis5(1). This study investigates a valuation adjustment, known as the discount for lack of marketability (DLOM) for private firms. By matching private company transactions with publicly traded counterparts, the paper finds discounts that average 65-70% and exceed 80% in some sectors of the economy. These findings put into question the sizes of discounts typically applied in valuation engagements for privately-held companies.

The discount for lack of marketability: update on current studies and analysis of current controversies, Reilly, R., & Rotkowski, A. (2007). Tax Law.61, 241.

Discounts for Lack of Marketability, Emory Pre-IPO Discount Studies 1980–2000, As Adjusted October 10, 2002, Emory Sr, J. D., & ASA III, F. R. (2002). Business Valuation Review21(4), 190-191.

Valuation of Closely Held Partnerships and Corporations: Recent Developments Concerning Minority Interest and Lack of Marketability Discounts, Harris, J. E. (1989). Ark L. Rev.42, 649.

Firm value and marketability discounts, Bajaj, M., Denis, D. J., Ferris, S. P., & Sarin, A. (2001). J. Corp. L.27, 89. This article reviews and critiques the various methods that appear in the literature and are used in practice to estimate valuation discounts when an asset lacks marketability. The article also present findings from the authors’ original empirical research which offer further insights into the estimation of such discounts.

Discount for lack of marketability: A theoretical model, Abrams, J. B. (1994). Business Valuation Review13(3), 132-139.

The private company discount, Koeplin, J., Sarin, A., & Shapiro, A. C. (2000). Journal of Applied Corporate Finance12(4), 94-101.This paper shows that when appraisers or investment bankers value a private company by reference to an otherwise similar but public company, they typically apply a discount. The paper explores difefrent recent debates om the estimation of such discounts. The paper present an alternative framework to estimate this discount. It computes four valuation multiples for a set of private transactions and a comparable set of public transactions.The paper finds that for both the domestic transactions and foreign transactions, the discount for earnings multiples is statistically and economically significant.

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