Case Study: Arbitration Support Valuation of Medical Device Intellectual Property

Client: Confidential

Role: Accredited, Independent Business Valuator(Engaged for Litigation Support & Expert Testimony)

Valuation Date: May 20, 2025

Background

Lakelet Advisory Group LLC was engaged as an accredited, independent business valuator in an arbitration matter concerning the fair market value and contested ownership of patented medical technology. The intellectual property related to a minimally invasive spinal stabilization implant that had secured FDA clearance and gained strong commercial traction in the U.S. market.

The dispute involved claims from a former consultant asserting co-inventorship and seeking participation in the economic value of the IP through equity or royalty interests. The matter proceeded to binding arbitration, requiring formal valuation and expert testimony.

Our Role

Lakelet Advisory Group was retained by legal counsel for the respondent to perform an independent valuation of the subject intellectual property, distinct from the enterprise value of the company. We prepared a detailed valuation report, and our Managing Director served as the testifying expert witness, defending our conclusions throughout the arbitration hearing.

Valuation Methodologies Considered and Applied:

1. Relief from Royalty Method:

   Modeled a hypothetical license of the subject IP to a third party, using industry benchmarks from comparable orthopedic and Class III medical device transactions. Royalty rates were adjusted to reflect regulatory status, exclusivity, and anticipated commercial reach, including global distribution rights.

2. Multi-Period Excess Earnings Method (MPEEM):

   Captured the net earnings attributable specifically to the patented device, after allocating returns to contributory assets such as workforce, tangible assets, and working capital. This method was instrumental in isolating the value of the IP given its central role in the company’s product line.

3. Cost Approach (Used as a Reasonableness Check):

   Considered historic R&D costs, FDA regulatory expenditures, and clinical trial investments to corroborate the income-based value conclusion.

4. Market Approach (Used for Support):

   Surveyed relevant IP-related M&A and licensing transactions. While informative, variability limited direct application.

Key Value Driver – International Market Opportunity

A major factor in the valuation was the IP’s scalability in international markets, with strategic distribution plans underway for Europe, Australia, and select Asia-Pacific regions. Lakelet Advisory Group, having worked in 34 countries, brought a global perspective to the valuation process. Our analysis incorporated international pricing models, regulatory approval timelines, reimbursement schemes, and market-entry risks. These global opportunities added significant upside potential to projected cash flows and materially elevated the concluded IP value.

Valuation Conclusion

The fair market value of the patented spinal device was determined to be $45.6 million as of May 20, 2025, reflecting both strong domestic performance and the significant global market expansion opportunity.

Expert Testimony & Outcome

In addition to preparing the expert report, our Managing Director testified before the arbitration panel, defending the firm’s findings and explaining the international value drivers. The panel accepted our valuation conclusion as credible and well supported. The matter was resolved through a structured financial settlement based on the $45.6 million value conclusion.

Firm Credentials

Our Managing Director currently serves as Chair of the NYSSCPA Business Valuation & Litigation Support Committee and previously chaired the Bankruptcy & Restructuring Committee for six years. These leadership positions reflect Lakelet Advisory Group’s authority and credibility in financial dispute engagements. With valuation and advisory experience in 34 countries, we offer a rare blend of global insight and forensic rigor.

Key Takeaway

This engagement demonstrates Lakelet Advisory Group LLC’s ability to value high-impact, internationally scalable intellectual property in contentious arbitration settings. Our team delivers conclusions grounded in accepted methodologies and defends them effectively through expert testimony—supporting clients in navigating complex, high-stakes disputes with confidence.

DLOM & Minority Discounts in NYS Divorce Business Valuations

When valuing a professional service business for equitable distribution in a New York divorce, two key valuation discounts often come into play:

1. Discount for Lack of Marketability (DLOM): Applied when a business interest is illiquid and cannot be easily sold.

2. Minority Discount (Lack of Control): Applied when a spouse owns a non-controlling interest in the business.

New York courts do not apply these discounts automatically and instead analyze them on a case-by-case basis. Below is a deep dive into these concepts, supported by NYS case law.

Discount for Lack of Marketability (DLOM)

DLOM reflects the reduced value of an ownership interest due to the difficulty of selling it in the marketplace. Professional service businesses (law firms, medical practices, accounting firms) often have restrictions on ownership (e.g., must be a licensed professional), making them highly illiquid—a key reason for applying DLOM.

New York Case Law on DLOM

• Case: Beway v. Beway, 215 A.D.2d 575 (2d Dep’t 1995)

  • Approved DLOM in divorce valuations, ruling that the court must determine whether the business is easily transferable or highly restricted.

• Case: Giaimo v. Vitale, 101 A.D.3d 523 (1st Dep’t 2012)

  • Held that DLOM should not be excessive and must be supported by economic evidence.

Factors Affecting DLOM in NY Divorce Cases

• Industry & Marketability: Professional firms have ownership restrictions and may lack a ready market, supporting DLOM.

• Restrictions on Sale: Many partnerships do not allow non-professionals to own shares, making the interest harder to sell.

• Time to Sell: If selling an interest would take months or years, courts may apply a higher DLOM.

Typical DLOM Percentages for Professional Firms

• Medical Practices – 20% to 35% (high restrictions on ownership transfer)

• Law Firms – 25% to 40% (often require partner vote for new owners)

• Accounting Firms – 20% to 30% (varies based on client retention risk)

Courts may reject excessive DLOMs if they find the valuation expert’s assumptions too speculative.

Minority Discount (Lack of Control Discount)

A minority discount accounts for the reduced value of a non-controlling interest in a business because the owner cannot influence operations, salaries, or distributions.

New York Case Law on Minority Discounts

• Case: Ferolito v. AriZona Beverages USA, LLC, 119 A.D.3d 642 (2d Dep’t 2014)

  • Minority discounts may apply when a spouse lacks control over business decisions.

• Case: Windsor v. Windsor, 295 A.D.2d 233 (1st Dep’t 2002)

  • Rejected an excessive minority discount, stating that the spouse still held significant rights in the business.

Factors Affecting Minority Discounts

• % Ownership: If the spouse owns less than 50%, courts may allow a minority discount.

• Voting Rights: If the spouse cannot influence major business decisions, a discount is more likely.

• Profit Distributions: If the business retains profits without owner approval, courts may consider a discount.

Typical Minority Discounts for Professional Practices

• Medical or Law Firms (Non-Equity Partner) – 15% to 30%

• Minority Ownership in a CPA Firm – 10% to 25%

• Small LLC or Partnership Interests – 15% to 35%

Courts often apply lower minority discounts in professional firms because owners still benefit from the business’s goodwill and earnings.

NY Courts’ Approach: When Are DLOM & Minority Discounts Applied?

New York courts do not automatically apply these discounts and instead evaluate the business’s control, marketability, and ownership structure.

• Full Ownership (No Discount): If the spouse owns 100% of a firm, no minority discount applies.

• Restricted Ownership (Higher DLOM): If ownership is restricted (e.g., only licensed professionals can buy in), a higher DLOM may be used.

• Passive Interest (Higher Minority Discount): If the spouse cannot control business operations, a minority discount is more likely.

Example Applications in NYS Divorce Cases

Scenario 1: Small Law Firm, Sole Practitioner

• Spouse owns 100% of the firm (solo law practice).

• No minority discount applies since they control the firm.

• A DLOM of ~30% may apply due to lack of marketability (hard to sell to non-lawyers).

Result: Business valued at $500,000, reduced by 30% DLOM → Final Value = $350,000

Scenario 2: CPA Firm, 30% Ownership

• Spouse owns 30% of an accounting firm with two other partners.

• Spouse has no decision-making control (minority interest).

• A 15-20% minority discount may apply.

• A 20% DLOM may apply if partnership transfer restrictions exist.

Result:​

Initial Value = $400,000​

Applying 15% Minority Discount = $340,000​

Applying 20% DLOM = $272,000

Final Valuation for Divorce = $272,000

Scenario 3: Medical Practice Partnership (50/50 Ownership)

• Spouse is a 50% owner in a medical practice.

• The practice cannot be sold to non-doctors → Supports a higher DLOM.

• Spouse shares control → No minority discount applies.

Result: DLOM likely applied (~25%-30%) but no minority discount due to shared control.

Key Takeaways for NY Divorce Cases

1. DLOM applies when an ownership interest is illiquid, typically between 20% to 40% in professional firms.

2. Minority discounts apply when a spouse lacks control, typically between 10% to 30%, but are scrutinized by courts.

3. New York courts do not automatically accept these discounts and require expert valuation analysis.

4. Excessive discounts may be challenged if they unfairly reduce the marital asset value.

5. Professional firms with ownership restrictions justify higher DLOMs.

Business Valuation: “Things Are Not Always Quite So Simple as Black And White.”

Valuing an enterprise can be a challenging endeavor. Not all valuation methods are created equal. In practice, some methods – even common ones – do not result in an intrinsic enterprise value. Whether you are exploring a strategic transaction, planning for the growth of your company, or simply engaging in strategic planning, consider the valuation basis, its accuracy, and its application to ensure you obtain a value-added appraisal.

Executives dedicated to maximizing shareholder value gravitate toward discounted-cash-flow (DCF) analyses as the most accurate and flexible method for valuing projects, divisions, and companies. Any analysis, however, is only as accurate as the forecasts it relies on. Errors in estimating the key components of corporate value - components such as a company’s return on invested capital (ROIC), its growth rate, and its weighted average cost of capital - can lead to mistakes in valuation and, ultimately, to strategic errors.

Somehow the EBITDA multiple has become a de facto standard for many small and mid-size entity assessors, perhaps due to its relative ease in understanding and its application. However, this should not be taken to assume the accuracy of its valuation and/or the comparability of value between companies; an inherent assumption when relying largely on an EBITDA multiple.

EBITDA as a measure of performance and, by extension enterprise value, is popular because it supposedly overcomes the problem of accounting differences. This is partly true, in that the measure is unaffected by differences in depreciation methods, goodwill accounting, and deferred tax. Although there are other accounting concerns (revenue and cost recognition issues, pensions accounting, etc.) that do affect EBITDA, theoretically, the EBITDA calculation provides a useful and comparable measure. A crucial failing of EBITDA, however, is that it ignores the very real costs of capital expenditure and taxation that should (and do) affect value.

Let us assume that even if the aforementioned could be satisfied, the major issue with this simplistic method of valuation is that it assumes the entities are comparable. Multiples are an average of the entities of similar size in that industry. Assuming that your entity has the identical make-up of products, future opportunities, financial support, management expertise, customer base, ad infintum – as the “average,” the valuation results would simply summarize that the average entity in that specific industry historically had a valuation of said amount. The EBITDA valuation result may be a valid benchmark/reasonableness test for a more comprehensive valuation. However, by itself, EBITDA multiples provide minimum substantive value. Is this entity you are attempting to value “average” in all regards?

Probate Business Valuations

Probate business valuations are critical when a deceased person’s estate includes a business or business interest. Accurately determining the value of a business during probate presents unique challenges, and the outcome can significantly influence the estate settlement process. One major obstacle is the uncertainty surrounding the business’s future, especially if there is no clear succession plan in place. Estimating future earnings becomes difficult, particularly when the deceased was a key player in the business’s operations.

Another challenge is the valuation of intangible assets like goodwill or intellectual property, which can be difficult to quantify and may lose value after the owner’s passing. These complexities are often compounded by potential conflicts among heirs—some may wish to continue operating the business while others prefer liquidation, leading to disagreements over which valuation method to use.

When the deceased held a minority interest in the business, determining appropriate discounts for lack of control becomes subjective and further complicates the process. Additionally, incomplete financial records or poor bookkeeping can make it hard to accurately assess the true value of the business.

The valuation method selected—whether market, income, or asset-based—can also have a major impact on the final assessment. Factors such as estate taxes, market conditions, and the timing of the valuation add further layers of complexity. Because of these challenges, it’s crucial to work with experienced professionals who can provide a thorough, unbiased valuation.

At Lakelet Advisory Group, we specialize in probate business valuations and understand the intricacies involved. Our team offers expert guidance through every step of the process, ensuring a fair, precise valuation that meets both legal and tax requirements while helping to minimize potential disputes. Reach out to Lakelet Advisory Group for the expertise you need to navigate the probate valuation process smoothly.

IRS Issues with Estate Business Valuations

Valuing an estate business for tax purposes can be particularly challenging, and there are several IRS issues that need to be considered in the process. Here are some of the main issues:

• Estate tax valuation: When an individual passes away, the IRS requires an estate tax return to be filed, and the value of the estate assets must be determined. Valuing an estate business for estate tax purposes can be particularly challenging due to the unique factors associated with the business. The IRS has strict rules and regulations governing estate tax valuations, and any errors or inconsistencies can result in penalties and additional taxes.

• Gift tax valuation: If an individual gives away all or part of their interest in an estate business during their lifetime, the IRS requires that the gift be valued for gift tax purposes. The valuation process is similar to that of an estate tax valuation, and the IRS closely scrutinizes gift tax valuations to ensure that they are accurate and comply with the relevant tax laws.

• Business ownership and transfer: Estate businesses often have complex ownership structures, and the transfer of ownership can be subject to a range of tax implications. For example, if the estate business is a partnership or LLC, the transfer of ownership interests can trigger tax consequences, and the valuation of the business will play a crucial role in determining the tax liability.

• Valuation methods: The IRS provides several valuation methods for estate businesses, including the income approach, market approach, and asset-based approach. Choosing the most appropriate method for a particular business can be challenging, and the IRS requires that the chosen method be consistent with the underlying facts and circumstances of the business.

Overall, valuing an estate business for tax purposes requires a thorough understanding of the relevant tax laws and regulations, as well as the unique factors associated with the business. It is recommended to work with a qualified and experienced tax professional to ensure an accurate and compliant valuation.

Why is an Estate Business Valuation Different From a "Normal" Business Valuation?

An estate business valuation can be different from a normal business valuation for several reasons:

• Purpose: The purpose of a business valuation for estate tax purposes is different from a normal business valuation. In estate planning, the valuation is used to determine the value of the decedent’s assets and liabilities for estate tax purposes, while in a normal business valuation, the valuation is typically used to determine the fair market value of a business for sale or merger.

• Timeframe: The timeframe for an estate business valuation may be different from a normal business valuation. In an estate business valuation, the valuation date is typically the date of the decedent’s death or an alternate valuation date that is six months after the date of death. This can result in differences in the valuation due to changes in the business’s financial performance and market conditions.

• Discounts and premiums: Discounts and premiums may be applied differently in an estate business valuation compared to a normal business valuation. In an estate business valuation, discounts for lack of control and lack of marketability may be applied to reflect the fact that the business interest being valued may not be marketable and may not provide the same level of control as a controlling interest. Additionally, premiums for control may be applied if the estate owns a controlling interest in the business.

• Tax laws: The tax laws governing estate taxes may result in differences in the valuation between an estate business valuation and a normal business valuation. For example, the estate tax laws may allow for certain deductions or exemptions that would not be available in a normal business valuation.

Overall, an estate business valuation takes into account the unique circumstances of the estate and the estate tax laws, which can result in differences from a normal business valuation.

Unrealistic Valuations

Warren Buffett said it best: “Price is what you pay, value is what you get.”

One of the biggest struggles with selling in the lower to middle market is business valuation expectations. The top reason for deals not closing in 2022 was due to a valuation gap in pricing.

Of those transactions that didn’t close due to a valuation gap in pricing, approximately 69% had a valuation gap in pricing between 11% and 30%. Sellers almost always feel their business is worth far more than what the market will bear. Here are a few basic reasons explaining this valuation gap:

• The owner is valuing assets, not cash flows. Investors are not concerned as to what you paid for your assets. A buyer is focused on the cash that the business can generate and its risks. This is especially true with service and technology companies.

• Too often, the owner is not optimizing their value/opportunities due to lack of preparation. A small investment in preparing for the transaction can more than pay for itself if properly executed.

• Owner’s attachment to the Company. If the Company has paid your salary, the children’s tuition, etc., you place more value on the enterprise and may not appreciate the risks associated with the business from an outsider’s perspective.

• Valuations based on the rare astronomical business successes. Examples include Instagram, Facebook and Apple - these entities are so far outside the realm of th norm that any meaningful comparison is ludicrous.

• Private Equity Firms and the relatively low cost of capital have generated an unprecedented frenzy over competing for the companies with an EBIDTA greater than $5 million.

• The owner is equating the valuation based on wants/needs, not on a fair market value.

Before deciding to sell your business, hire an independent, accredited business valuator to provide you with a reality check as well as means of improving the future price.

The Hidden Dangers of Relying Solely on Business Valuation Multiples

Business valuation multiples—like EV/EBITDA, P/E, and Price/Sales—are among the most used tools in finance. They’re quick, easy to communicate, and widely accepted. But while these metrics can offer a useful snapshot, relying solely on them is not only simplistic—it can be dangerously misleading. In valuation, shortcuts are costly. Multiples can guide you, but if you rely on them alone, you’re flying blind.

They Ignore Company-Specific Risks

Valuation multiples assume a level of comparability that rarely holds true in practice. Each company faces its own unique risk profile, including:

• Customer concentration

• Competitive positioning

• Geographic exposure

• Legal and regulatory environments

• Operational resilience

For instance, two companies might trade at similar multiples, yet one could be exposed to a single volatile market while the other has a diversified global footprint. Multiples alone can’t capture these nuances, which can materially impact long-term value.

No Assessment of Management Quality

One of the most overlooked flaws in using only multiples is their complete disregard for management—arguably one of the most critical value drivers in any business.

Strong leadership can be the difference between a company that scales efficiently and one that burns through capital. Strategic clarity, executional discipline, capital allocation, and culture all start at the top. Yet valuation multiples assign zero quantified value to the team steering the ship.

Whether you’re investing in a startup or acquiring a mature business, failing to assess management is a major blind spot.

They Reflect Market Sentiment, Not Intrinsic Value

Because multiples are typically derived from publicly traded peers, they’re inherently reflective of market sentiment—which can be volatile, biased, or outright irrational.

Valuing a private company based on inflated public comps during a bull run, for example, could result in overpaying by a wide margin. Multiples reflect what the market is currently willing to pay, not what a business is fundamentally worth.

They Assume Peers Are Truly Comparable

Even within the same industry, companies can vary drastically in terms of:

• Scale

• Growth rates

• Profitability

• Vendor relationships

• Capital intensity

• Customer base

Applying an average sector multiple to a business without deeply understanding these differences can lead to mispricing. True comparability requires more than a shared NAICS code.

They Overlook Capital Structure and Cash Flow Nuances

Metrics like EV/EBITDA ignore critical elements such as:

• Capital expenditures

• Changes in working capital

• Tax structures

• Debt levels

Two businesses may have identical EBITDA figures, but vastly different free cash flow profiles. Similarly, a highly leveraged firm may appear attractively priced on an EV basis, while hiding significant balance sheet risk.

They Strip Away Strategic and Narrative Context

Multiples reduce complex businesses to simple math. But valuation is more than arithmetic—it’s strategy, story, and judgment. A company’s future prospects, positioning, vision, and innovation pipeline can’t be expressed in a single number.

Conclusion: Use Multiples, But Don’t Be Blinded by Them

Multiples are useful—fast and standardized—but they are no substitute for real analysis. They ignore management quality, gloss over risk, and fail to capture what makes each business unique. For a credible, defensible valuation, multiples should be just one piece of a broader toolkit that includes:

• Discounted cash flow (DCF) analysis

• Scenario modeling

• Strategic due diligence

• Management and operational assessments

Valuing Intellectual Property

Lakelet Advisory Group’s business valuation focus is challenged entities and complex intellectual property (“IP”) assets. Valuing early stage, technology-based intellectual property assets is challenging, in large part due to the difficulty in incorporating the effects of risk and uncertainty inherent in these assets into their valuation. Technology-based intellectual property assets, usually protected as patents and/or trade secrets, are typically valued using the same three common approaches as are used to value businesses or other assets. These approaches include:

1. Income approach

2. Market approach

3. Cost approach.

However, technology-based IP assets pose many unique challenges to a valuation analyst. A few illustrative examples of such challenges include:

• Income approaches are often difficult to implement for a variety of reasons, including the difficulty in quantifying the portion of a product or service’s cash flows that are attributable to the subject IP asset

• Market approaches are often difficult to implement for many reasons, including the fact that IP assets are, by definition, unique. As such, comparable market transactions are often difficult or impossible to find. In addition, because IP assets are not traded on public markets and the transactions themselves are typically confidential, there are few public sources that reveal deal details that would be sufficiently comparable to be used to implement a market approach, and the data available from sources that do exist is often incomplete

• Cost approaches are often difficult to implement because the cost to create the subject assets is almost always unrelated to the value of the asset (e.g., income generation, cost savings, etc.) that can be gained from use of the asset

In addition to these challenges, perhaps the most difficult issue associated with valuing technology-based IP assets is accounting for the significant risks associated with many of these assets. Accounting for risk is particularly difficult in the very common situation when technology-based IP assets are valued prior to any (or significant) commercialization success; i.e., when the assets are “early stage.”

Lakelet Advisory Group would be most interested in assisting you with your challenging restructuring/bankruptcy or intellectual property valuations.