
Control Premiums, Explained: Why 51% of a Company Is Worth More Than 51% of Its Value
A 51% stake commands a 20–40% control premium over pro-rata value, pricing the power to set dividends, strategy, and sale timing.
#business-valuation
Methods and best practices for determining the fair market value of a business

A 51% stake commands a 20–40% control premium over pro-rata value, pricing the power to set dividends, strategy, and sale timing.

Fair market value is the IRS willing-buyer price with minority discounts; GAAP fair value is the undiscounted exit price in your principal market.

A no-shop bars soliciting rival bids after signing; a go-shop allows a 30-to-60-day market check with a reduced breakup fee if a better offer wins.

ASC 820 ranks fair-value inputs in three levels — market quotes, observable inputs, unobservable models — and the lowest significant input sets the level.

A locked box freezes the price on an old balance sheet, so interim profit goes to the buyer; closing accounts true it up at closing. Which side each favors.

Tangible book value is shareholders' equity minus goodwill and intangibles — the liquidation floor banks still trade on, read via P/TBV.

A 1x non-participating liquidation preference pays investors back before common sees a dollar — participating preferred double-dips on top.

Appraisal rights let a dissenting shareholder refuse the deal price and take court-determined fair value instead — with no minority discount.

The Graham Number — the square root of 22.5 × EPS × BVPS — caps what a defensive investor pays: below it, research the stock; above it, pass.

Participating preferred pays investors twice — preference first, then a pro-rata share. Non-participating pays only the greater of the two.

PEG ratio divides P/E by earnings growth — around 1.0 is fairly valued, below 1.0 may be cheap if the growth is real.

Owner earnings equal reported earnings plus non-cash charges minus maintenance CapEx — the cash you could withdraw without shrinking the business.