The date is not a modeling choice and the premise is not a description of the business. Both are assumptions the proceeding imposes, and BVS-VIII requires each to be stated separately.
Start a conversation with the Valuation Concierge, already scoped to the valuation date and premise of value. Pick a starting point, or describe the matter directly.
In litigated valuation the date and the standard are set by the proceeding rather than chosen by the appraiser — but how tightly they are set varies, and that variation is the whole skill. At the locked end is New York’s oppression buy-out, where BCL §1118(b) fixes value ‘as of the day prior to the date on which such petition was filed, exclusive of any element of value arising from such filing,’ and nothing in the statute moves it. The Model Act looks identical and is not: §14.34 defaults to the day before the petition and adds ‘or as of such other date as the court deems appropriate under the circumstances.’ Matrimonial is looser still. Knowing which regime you are in before you file is the part no valuation model supplies.
Six features of the date-and-premise question that decide the answer before the analysis starts.
ASA BVS-VIII treats them as different obligations: IV.D requires that ‘The premise or basis of value, such as valuation on a going concern or liquidation basis, must be defined,’ and IV.F that ‘The effective date and the report date must be stated.’ Two dates, and they are not the same date — the effective date is when value is measured, the report date when the opinion was issued.
New York values an oppressed holder’s shares as of the day prior to the filing, excluding any element of value arising from the filing (BCL §1118(b)), and the election to purchase runs ninety days from that filing. MBCA §14.34 uses the same default and then adds a judicial escape hatch New York does not have — verified verbatim at Iowa Code §490.1434(4) and Va. Code §13.1-749.1(D). Same words on the surface, different regimes underneath.
MBCA-derived statutes value the shares ‘Immediately before the effectiveness of the corporate action to which the shareholder objects’ (Va. Code §13.1-729; Iowa Code §490.1301(3)). Delaware does not backdate at all: it values as of the effective date and strips deal value out by exclusion under §262(h). The Delaware Supreme Court put it plainly in Aruba — §262 requires fair value to be assessed as of ‘the effective date of the merger.’ Two drafting solutions to one problem.
Estate value is fixed at death and gift value ‘at the date of the gift’ (IRC §2512(a); Reg. §25.2512-1). The one date a taxpayer can choose is §2032’s alternate valuation, elected by the executor on the return — after the appraisal — and only if it decreases both the gross estate and the sum of the estate and GST tax net of credits (§2032(c)). Once made it ‘shall be irrevocable’ (§2032(d)). It is also not simply six months out: property disposed of within six months is valued as of that disposition (§2032(a)(1)).
California must value ‘as near as practicable to the time of trial,’ with an alternate date after separation and before trial available only on 30 days’ notice and good cause (Cal. Fam. Code §2552). Florida legislates classification and valuation in consecutive sentences, fixing worth as of ‘the date or dates as the judge determines is just and equitable under the circumstances’ and providing that ‘different assets may be valued as of different dates, as, in the judge’s discretion, the circumstances require’ (Fla. Stat. §61.075(7)). New York directs the court to set the date early, anywhere from commencement to trial (DRL §236(B)(4)(b)). Virginia values property as of the date of the evidentiary hearing on the evaluation issue, subject to a good-cause exception on motion made no less than 21 days beforehand, and values debts as of the date of the last separation (Va. Code §20-107.3). Texas fixes no valuation date by statute (Tex. Fam. Code §7.001).
The 2022 glossary defines premise of value as ‘an assumption regarding the circumstances that may be applicable to the subject valuation,’ with going concern, orderly liquidation and forced liquidation as its forms, and carries value in use against value in exchange as a further contrast. Bohac made it the third step of its multistep analysis, with the options being ‘as a going concern’ or ‘as if in liquidation.’ The consequence is structural: when the going-concern premise fails, the income approach fails with it.
The evidentiary discipline that follows once the date is fixed.
The date and the premise decide what evidence is even admissible into the analysis.
New York’s §1118(b) locks the valuation date to the day before filing and gives the court no discretion to move it. The Model Act’s §14.34 uses the same default and then adds ‘or as of such other date as the court deems appropriate under the circumstances.’ One is a rule; the other is an opening argument.
Frequently not, and the pattern runs the other way. New York values an oppressed holder’s shares as of the day prior to the filing of the petition, expressly ‘exclusive of any element of value arising from such filing’ (BCL §1118(b)), so the petition cannot move the price it sets. MBCA §14.34 uses the same day-before default. MBCA-derived appraisal statutes value the shares immediately before the corporate action takes effect (Va. Code §13.1-729). Delaware does the opposite and values at the effective date, removing deal value by exclusion rather than by backdating. Estates are fixed at death, gifts at the date of the gift. The consistent design principle is that the triggering event should not be able to price itself — but the drafting solutions differ, and so do the dates.
It excludes information that did not exist and was not reasonably obtainable at the effective date, whoever later learned it. That framing matters because the two failure modes look alike in a report. The first is hindsight proper: reasoning backward from an outcome the parties could not have anticipated, which is the exclusion the rule exists to enforce. The second is subsequent evidence of a condition that was already present and discoverable, which is a different thing and is frequently admissible as confirmation of what was knowable. Rev. Rul. 59-60 supplies the underlying posture for fair market value work, describing the valuation of closely held securities as resting on the facts available at the appraisal date and conceding that ‘valuation is not an exact science.’ Where the line falls is fact-specific and it is litigated.
Because the premise is an assumption the proceeding permits, not a description you supply, and it is the step where the method is decided. Bohac v. Benes Service Co., 310 Neb. 722 (2022), ran the sequence explicitly: the definition of fair value, then whether that definition includes or excludes discounts, then ‘the premise of value that will apply; here, the options include either "as a going concern" or "as if in liquidation,"’ and only then methodology. When the going-concern premise does not hold, the income approach goes with it. In In re Dura Medic Holdings, Inc. Consolidated Litigation, 331 A.3d 796 (Del. Ch. 2025), the Court of Chancery found a discounted cash flow analysis unreliable in part because the company could not continue as a going concern at the time of the sale. Orderly and forced liquidation are separate forms of the liquidation premise and differ on the period of market exposure assumed.
Usually not without rebuilding it, and there are two independent reasons. The first is the date. BVS-VIII IV.F requires the effective date and the report date both to be stated, and an opinion measured as of one date is not evidence of value at another. The second is intended use. A USPAP report is scoped to a named intended use and named intended users, and a party who merely receives a copy does not become an intended user. Delaware has said the same thing on the merits: in Jacobs v. Akademos, Inc., 326 A.3d 711 (Del. Ch. 2024), aff’d (Del. 2025), the Court of Chancery rejected reliance on prior 409A valuations on the ground that they serve different purposes and do not reflect litigation fair value. A compliance or transactional valuation is not a smaller version of a litigation one.
Describe the proceeding and the timing you are contemplating. The Institute will help you see whether the date is set by statute, defaulted with an escape hatch, or left to be argued.