Samuel S. Nicholls, ASA
Sam Nicholls is a director with Advent Valuation. He manages engagements related to the valuation of business entities and business interests, and the analysis of privately held and publicly traded securities.
Mr. Nicholls has performed the following types of valuation and economic analyses: Business and succession planning valuations of noncontrolling and controlling equity ownership interests in businesses; valuations of privately-held debt instruments; mergers and acquisitions (appraisal rights, breach of fiduciary duty, and fairness opinions); equity and debt security valuations for estate and gift tax purposes; family limited partnerships and holding companies; lost profits/economic damages claims for commercial disputes; buy-sell agreements; and publicly traded restricted stock and large blocks involving illiquidity discount analysis.
Mr. Nicholls has prepared these valuation and economic analyses for the following purposes: tax planning and compliance (income, gift, estate, and capital gains), litigation (federal tax disputes, trust disputes, breach of fiduciary duty, adequate consideration for disputed mergers and acquisitions in Delaware Chancery Court and other state courts, forensic analysis, economic damages for commercial disputes), expatriation (citizenship) tax compliance, fairness opinions for transactions, transaction pricing and structuring, strategic planning and management information, fiduciary compliance, management information and strategic planning, employee stock compensation and buy/sell agreements, and personal goodwill calculations for transactions.
Mr. Nicholls has been accepted as an expert witness and has provided testimony in litigation related to business, stock, and asset valuation matters and economic damages, and Internal Revenue Service audits and appellate conferences.
Mr. Nicholls has valued the following types of business entities and securities: privately held business enterprises, fractional ownership interests in privately held businesses, publicly traded businesses and securities, multiple classes of preferred and common stock in complex capital structures, options and warrants, fractional interests in real estate, and nonpublic interest-bearing debt instruments.
He has performed business valuations, economic analyses, and financial advisory services for clients in the following industries, among others: agricultural (fruit and vegetable wholesaling; poultry processing and wholesaling; timberland and sawmills; automated inspection system manufacturing for quality control), basic materials (cement and asphalt production; chemicals; metals fabrication; polymer products; sand and gravel mining for construction), consumer discretionary (national fast-casual and full-service restaurant chains; automobile dealerships; cosmetics wholesaling; educational services; event planning; beverage distribution; leisure product manufacturing), energy (electrical transmission and distribution equipment; oil and gas exploration, and production platforms and equipment; pipeline construction and maintenance; refineries), financial (hedge funds; insurance subrogation; investment management; mutual fund companies; savings and loans), health care (biotech and diagnostics), industrial (agricultural equipment; structural engineering; aircraft maintenance, repair, and overhaul services; capital equipment; specialty textiles; chemical manufacturing; metal recycling; boat manufacturing; construction and earthmoving equipment; defense and aerospace prime contracting and subcontracting; engineering and construction services; pollution control equipment; road and highway paving services), real estate, and transportation (trucking; barge services; cruise ship chandlers; maritime ports; self-driving vehicles).
Mr. Nicholls has significant experience in many areas of business valuation. He previously served for 12 years in a similar capacity with a nationally recognized valuation services firm, 12 years as an investment research analyst with investment banks and investment managers, and 3 years as a venture capital associate. He was a professor of investment banking for six years for the Investment Banking Institute teaching live, in-person courses for classes averaging 15 students. As an investment research analyst, Mr. Nicholls served as a generalist, analyzing publicly traded companies in all sectors and as a sector expert focused on the industrial and life sciences sectors. As a venture capital associate, Mr. Nicholls performed research and valuations of prospective investments in early-stage private companies, monitored existing holdings, performed debt recapitalizations, structured transactions of limited partnership interests, and assisted with fund accounting.
Previous Experience
Prior to joining Advent Valuation Advisors, Mr. Nicholls served for 12 years, beginning in 2014, in a similar capacity at Willamette Management Associates (a division of Citizens Bank), and held the title of Director. Before that role, Mr. Nicholls was a buyside investment research analyst at Carret Asset Management (founded by an early pioneer in value investing), a senior research analyst and director of research at W. Quillen Securities, an associate research analyst at Gerard Klauer Mattison (now part of Bank of Montreal), and a venture capital associate at Rockefeller & Company and Wolfensohn Partners. He wrote hundreds of research reports disseminated to institutional investors through Thomson/Reuters and has been interviewed on Bloomberg live TV.
Education
Yale School of Management, New Haven, Connecticut
MBA, 1995. Concentration in Finance.
• Letter of Commendation - Competitive Strategies - from Professor Paul MacAvoy (former Dean and member of President Ford’s U.S. Council of Economic Advisers, and economic adviser to three U.S. presidents).
• Associate, John M. Olin Foundation - Markets and Regulatory Behavior (Yale University).
• Three corporate law courses at Yale Law School.
• 2nd highest score on Hypothesis Testing (data analysis) exam for class of 1995 (200 students).
Hamilton College, Clinton, New York
BA, 1989. Major in Government. Focus on national security.
Professional Affiliations
Mr. Nicholls is an Accredited Senior Appraiser (“ASA”) of the American Society of Appraisers in business valuation.
Publications
“Tax Court Allows Tax-Affecting for the Discounted Cash Flow Method in Pierce v. Commissioner.” Willamette Management Associates Perspectives, July 2025.
“The Expatriation Tax: How to Present Assets to the IRS When You Say Goodbye to the United States.” Willamette Management Associates Perspectives, April 2024.
“Discount for Lack of Marketability in the Professional Practice Valuation.” Willamette Management Associates Insights, Summer 2022.
“Criteria for Claiming a Worthless Security Loss Deduction.” Willamette Management Associates Insights, Summer 2022.
“Service Alleges Taxable Gift for Exchange of Promissory Notes Based on Differences in Note Values.” Willamette management Associates Insights, Summer 2021.
“The Role of the Investment Banker Compared to the Independent Valuation Analyst in M&A Transactions and Litigation.” American Bar Association Business Law Review, December 2020.
“Flawed M&A Deal Processes That Can Lead to Litigation.” American Bar Association Business Law Review, October 2020.
“The Roles of the Investment Banker and the Valuation Analyst in M&A Transactions and Litigation.” Willamette Management Associates Insights, Autumn 2020.
“The Importance of the Subject Industry When Applying the Income Approach within a Family Law Valuation.” Willamette Management Associates Insights, Winter 2019.
“The Perils of the ‘Power of Substitution’ for ‘Intentionally Defective’ Grantor Trusts.” Willamette Management Associates Insights, Spring 2018.
“Dell Inc. Management Buyout—Why the Delaware Chancery Court Determined a Higher Fair Value after Appraisal Rights Proceeding.” Willamette Management Associates Insights, Autumn 2017.
“Relief for Oppressed Minority Shareholders in Texas.” In-House Texas, June 6, 2015.
“Texas Supreme Court Clarifies its Position on Shareholder Oppression.” Willamette Management Associates Insights, Spring 2015.
“A Review of BMC Software, Inc. v. Commissioner of Internal Revenue: Should Intercompany Accounts Receivable Be Considered ‘Debt’?” reprinted on www.expertwitnessblog.com dated March 4, 2015.
“A Review of BMC Software, Inc. v. Commissioner of Internal Revenue: Should Intercompany Accounts Receivable Be Considered ‘Debt’?” Willamette Management Associates Insights, Winter 2015.
“The Valuation Analyst’s Role in U.S. Tax Court Trials.” Trusts & Estates, January 2015.
“The U.S. Tax Court Process: Practical Guidance for Valuation Analysts.” Willamette Management Associates Insights, Autumn 2014.
Presentations
9/23 “Valuation Issues and Practices” (roundtable with Tadd Lindsay, Ted Moody, Aaron Stumpf, Lori Wilhelmy, and Kevin Harris)
Sponsor: National Trust Closely Held Business Association 46th Annual Conference, Itasca, Illinois
Court and Expert Witness Engagements
Dena L. Weber v. Peter D. Weber (Tenth Judicial Circuit Court, Polk County, Florida, Case Number 2020CP002129). Testimony on July 17, 2025 – Dispute relating to the equivalency of values of assets swapped with a grantor trust and the stated interest rate of a promissory note.
Claudine Webb v. Fidelity Brokerage Services, LLC (FINRA, Arbitration Number 19-01960). Testimony on November 17, 2021 – Damages arising from the freezing of the plaintiff’s brokerage account.