It has been a year since the Supreme Court of Georgia addressed the division of goodwill in a professional practice. In Miller v. Miller, 288 Ga. 274 (2010), the Supreme Court provided some clarification regarding dividing goodwill, but also, created some confusion regarding the effect that using the market approach has upon the valuation of the personal goodwill. The court appeared to accept that a key person discount or personal goodwill has already been recognized and adjusted for in the purchase price when a market approach is used.¹ The court first recognized that “[V]aluation is an art rather than a science (that)… requires consideration of proof of value by any techniques or methods which are generally acceptable in the financial community and otherwise admissible in court.” ² After explaining the three principal approaches³ for valuing a business, the court pointed out that there is not a single best approach to valuing a professional association or practice.⁴

During the past 25 years, the number of S corporations and LLC’s has mushroomed from 750,000 IRS tax filings to about 6 million, according to Dan Van Vleet (Stout Risius Ross), who spoke at last week’s 2011 ASA Advanced BV Conference. During this same time, C Corp filings have declined from about 2.5 million to just under 2 million, Van Vleet added.  “The market is telling us something here about the relative value of S corps and C corps.”