The Business Valuator - Chartered Business Valuators 38, Issue 1 | Spring 2013 The Business Valuator...

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In this issue Volume 38, Issue 1 | Spring 2013 The Canadian Institute of Chartered Business Valuators 277 Wellington St. West, Suite 710 Toronto, ON M5V 3H2 Telephone: (416) 977-1117 Fax: (416) 977-7066 E- mail: [email protected] www.cicbv.ca Published by the Institute to inform Members of CICBV activities and developments in the business valuation field. (ISSN 0703 - 1939) EDITOR: Sue Loomer, CBV Valuator The Business 1 Message from the Editor Dear Members and Registered Students, Welcome to another edition of The Business Valuator newsletter. The CICBV has been very busy over the last few months with many ongoing projects and events. Some of the highlights of those ac- tivities include the member insights and feedback survey, several webinars and seminars and the recent visit from Sir David Tweedie, chairman of the International Valuation Standards Council. As chair of the Communications Committee, I am excited to be involved in several initia- tives intended to bring recognition to the profession. We have recently released another video called “Capital on the Sidelines” which will be the focus of our media push this spring. I invite you to go to the website to view it. We are also doing some media adver- tising this spring. We will have a stronger web presence on the Globe and Mail online — more on that later on in this issue. We have recently finished the analysis of the survey and created a report for the membership. The Institute is very encouraged by the feedback and all of the com- mittees expect to use the results in future planning. We have included an over- view of the survey results in the pages that follow as well as provided a link to download the entire survey. I think you’ll find the results of interest. The recent visit by Sir David Tweedie was fascinating. He is passionate about what he does and I expect we will hear many great things about the advancement of the global valuation profession in the future. Our 2013 Awards Program is in full swing. I hope that you plan to nominate a fellow member! If you know of a CBV who is outstanding and should be recognized and re- warded for his or her contributions, please nominate them. I trust you will find this issue informative and as always, we appreciate your feedback. Please do not hesitate to contact the Institute with your comments! Sincerely, Sue Loomer, MAcc, CPA, CA, CBV Chair, Communications Committee Message from the Editor Member Recognition Awards – Top CBV Under 40 Award — In Memory of David Cornfield – Communicator Award – Life Membership Regional Election Update Important information for Members – Research Tool — The Gateway Database – Contact Information – Mandatory Continuing Education – Tutoring Opportunities – Important Changes to CICA’s CA•CBV Specialization Program Students’ Corner – 2013 Member Qualification Examination (MQE) – Spring/Summer Registration International Corner – International Financial Leader, Sir David Tweedie’s Visit to Canada Committee Reports – Communications Committee – Continuing Education/Events Committees Announcements, Appearances and Accolades Writer’s Edge Advertisements

Transcript of The Business Valuator - Chartered Business Valuators 38, Issue 1 | Spring 2013 The Business Valuator...

Page 1: The Business Valuator - Chartered Business Valuators 38, Issue 1 | Spring 2013 The Business Valuator 4 Tutoring Opportunities At the request of our students, the Institute has gathered

In this issue

Volume 38, Issue 1 | Spring 2013

The Canadian Institute of Chartered Business Valuators 277 Wellington St. West, Suite 710 Toronto, ON M5V 3H2 Telephone: (416) 977-1117 Fax: (416) 977-7066 E- mail: [email protected]

Published by the Institute to inform Members of CICBV activities and developments in the business valuation field. (ISSN 0703 - 1939)

EDITOR:Sue Loomer, CBV

ValuatorThe Business

1

Message fromthe EditorDear Members and Registered Students,

Welcome to another edition of The Business Valuator newsletter. The CICBV has been very busy over the last few months with many ongoing projects and events. Some of the highlights of those ac-tivities include the member insights and feedback survey, several webinars and seminars and the recent visit from Sir David Tweedie, chairman of the International Valuation Standards Council.

As chair of the Communications Committee, I am excited to be involved in several initia-tives intended to bring recognition to the profession. We have recently released another video called “Capital on the Sidelines” which will be the focus of our media push this spring. I invite you to go to the website to view it. We are also doing some media adver-tising this spring. We will have a stronger web presence on the Globe and Mail online — more on that later on in this issue.

We have recently finished the analysis of the survey and created a report for the membership. The Institute is very encouraged by the feedback and all of the com-mittees expect to use the results in future planning. We have included an over-view of the survey results in the pages that follow as well as provided a link to download the entire survey. I think you’ll find the results of interest.

The recent visit by Sir David Tweedie was fascinating. He is passionate about what he does and I expect we will hear many great things about the advancement of the global valuation profession in the future.

Our 2013 Awards Program is in full swing. I hope that you plan to nominate a fellow member! If you know of a CBV who is outstanding and should be recognized and re-warded for his or her contributions, please nominate them.

I trust you will find this issue informative and as always, we appreciate your feedback. Please do not hesitate to contact the Institute with your comments!

Sincerely,

Sue Loomer, MAcc, CPA, CA, CBV Chair, Communications Committee

Message from the Editor

Member Recognition Awards – Top CBV Under 40 Award — In Memory of David Cornfield

– Communicator Award – Life Membership

Regional Election Update

Important information for Members – Research Tool — The Gateway Database – Contact Information – Mandatory Continuing Education – Tutoring Opportunities – Important Changes to CICA’s CA•CBV Specialization Program

Students’ Corner – 2013 Member Qualification Examination (MQE)

– Spring/Summer Registration

International Corner – International Financial Leader, Sir David Tweedie’s Visit to Canada

Committee Reports – Communications Committee – Continuing Education/Events Committees

Announcements, Appearances and Accolades

Writer’s Edge

Advertisements

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Member Recognition AwardsThe CICBV is currently accepting this year’s nominations for the awards listed below to rec-ognize our Members. We encourage you to nominate your fellow Members who you feel have made a significant contribution to the business valuation profession.

Please refer to the Member Recognition section of our website for criteria and nominating information for each award.

Top CBV Under 40 Award — In Memory of David Cornfield The CICBV Top CBV Under 40 Award, sponsored by Deloitte & Touche LLP, in memory of David Cornfield, CA, CBV, is intended to recognize younger CBVs who have demonstrated success in a broad diversity of interests, brought distinction to the profession and given outstanding service. Their successes will be a combination of professional and personal life endeavours.

Read more about David Cornfield here.

Communicator AwardThe CICBV Communicator Award is granted each year to a deserving CBV who has undertaken communication activities and actions that have had a beneficial impact on the promotion of the business valuation profession in Canada to non-CBVs.

Life MembershipAny Member in good standing, who is no longer actively engaged in business valuations and does not intend to further pursue the profession, who, in the opinion of the Board of Directors, has rendered distinguished service to the business valuation profession may on resolution of the Board of Directors be designated as having a Life Membership in the Institute.

Nominations must be submitted by April 30, 2013, by e-mail, fax or mail, to:

Allister Byrne, FCA President & CEO The Canadian Institute of Chartered Business Valuators 277 Wellington Street West, Suite 710 Toronto, Ontario, M5V 3H2 Fax: 416-977-7066 Email: [email protected]

For more information, please contact Megan Kennedy at [email protected] or 416-977-1117 ext. 228

Regional Election UpdateVoting ballots were sent to all Members in the regions of the City of Toronto and the Regional Municipality of Peel, the Prairie region (provinces of Alberta, Saskatchewan and Manitoba), and the Atlantic region for their respective regional elections. Ballots are due no later than 5:00 PM EST on Friday March 29, 2013.

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Important information for Members Research Tool — The Gateway Database The Gateway Database has been designed as a practical research tool for all valuators to bet-ter perform their day-to-day work, regardless of practice area.

The Gateway is a compendium of over 500 unique research sources, organized into 59 dif-ferent categories and sub-categories. It can be searched and downloaded by category and by keyword (“Google” type search). Categories include Accounting Resources, Company Specific Information, Cost of Capital, Economic, Market and Statistical Analysis, Exchanges/Auctions, Fairness Opinions and Securities/Regulatory Valuations, Financial Instruments and Options, Forensic, General Valuation Resources, Government Websites, Industry Reports, Intangible Assets and Intellectual Property, Law, Litigation and Damages, Tax Information, Trading and Transaction Comps and Trends, and Valuation and Appraisal Professional Associations.

You can access it by logging into the CICBV website and click on Resources>Research>Gateway.

The Gateway is intended to be a “living” source of information; to ensure that it remains current and relevant we ask users to suggest other sources that could be included and if you find links that are no longer available please send the information to Judith Roth at [email protected] .

Contact InformationThe Institute’s By-laws allow us to communicate electronically with our Members and Regis-tered Students. To ensure you receive all important information from the Institute, please keep your contact information, especially your e-mail address, up-to-date.

Mandatory Continuing EducationDon’t miss the April 30, 2013 deadline!

For the 2010, 2011 and 2012 period due to be reported in 2013 Members will have the follow-ing options to submit their Continuing Education Compliance report.

1. Members can continue using the tracking system by entering events attended throughout the year. If the required hours have been entered in the tracking system, the compliance form does not need to be completed.

2. Fill out a compliance report. The new compliance form will no longer require Members to enter completed hours, but rather to confirm that the Continuing Education Policy has been read and the required hours for the three-year period have been completed.

Please keep in mind that:

• Members are responsible for tracking Continuing Education Hours, including recording Structured and Non-structured hours, and maintenance of supporting documentation. Members are not required to submit records unless requested by the Institute.

• The Institute will randomly conduct Member audits to ensure that all members comply with the mandatory Continuing Education requirements. The first audit process will begin in 2015..

If you have any questions, please contact Judith Roth at [email protected] or 416-977-1117 ext. 226.

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Tutoring OpportunitiesAt the request of our students, the Institute has gathered a list of Members who are interested in tutoring. This information is posted in the student section of our website and is available to all Registered Students. If you are interested in becoming a tutor, please contact Isabel Natale ([email protected]). The tutoring arrangement (i.e. fees, schedule, etc.) will be made between the tutor and student.

Important Changes to CICA’s CA•CBV Specialization ProgramThe CICA has recently reviewed their specialist designations and the •CBV program was part of the review. After careful consideration, the CICA has decided to eliminate the •CBV special-ist designation. The current arrangement will officially cease on October 1, 2013. Any member who currently holds this specialist designation will no longer be permitted to use CA•CBV as of October 1, and will need to revise any documentation or media that currently contains this des-ignation and replace it with CA, CBV. For further information, please refer to the letter recently sent by the CICA.

The CICA and the CICBV will continue to work together and will seek out any opportunities for collaboration in the future.

Students’ Corner2013 Member Qualification Examination (MQE)The date for this year’s MQE is Monday September 16, 2013 and will be 4 hours in duration. Registration for the exam opens on April 8, 2013. Registrations to write the 2013 MQE will not be accepted after June 15, 2013.

If you have any questions regarding the MQE application process, please contact Deborah Pelle at 416-977-1117 ext. 222 ([email protected]).

Spring/Summer RegistrationRegistration for the Spring/Summer 2013 semester will be available starting April 22 and it will close on May 27, 2013. You may register online here after April 22.

International CornerInternational Financial Leader, Sir David Tweedie’s Visit to CanadaRecently, Sir David Tweedie, Chairman of the International Valuation Standards Council visited Toronto. The CICBV had the opportunity to cohost a dinner and a breakfast event along with the Royal Institution Chartered Surveyors (RICS) and the Appraisal Institute of Canada (AIC).

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The dinner, which was held on February 27 at the Fairmont Royal York in Toronto, entertained 48 guests that included people in high-level positions from various industries, such as banking, real estate and valuation. Sir David spoke on the evolution of the International Valuation Standards and International Financial Reporting Standards and how they will affect Canadian business.

The breakfast, also held at the Fairmont Royal York in Toronto, featured a lively and interesting keynote address from Sir David.

During his keynote, Sir David spoke about the IVSC and the need for global standards. He said that poor valuation practice was a central issue in the financial crisis of 2008. With more and more companies looking globally for investment opportunities, the IVSC sees the tremendous need for harmonization/convergence of valuation standards to ensure consistency and trans-parency of valuations. Sir David is looking to the CICBV to help IVSC develop and institute a universally accepted set of international valuation standards.

Sir David also indicated that there is an opportunity for the valuation profession to be built to a level that is internationally recognized which includes a possibility to have an internationally-recognized designation. The IVSC considers Canada as an important player in this area.

In addition to Sir David’s keynote, the breakfast also had a panel of three representatives from each organization, which included Jeff Harder, FCBV of Deloitte in Vancouver as the CICBV rep-resentative, David Shum, Cushman & Wakefield as the AIC representative, and Colin Johnson, Altus Group as the RICS representative. The moderator for the panel was Mary Jane Andrews, FCBV from KPMG in Halifax. Each panelist, including Sir David, had the opportunity to respond to various questions on Canadian valuations.

The breakfast seminar audio recording, including Sir David’s keynote address, is available for purchase at https://cicbv.ca/archived-webinars/.

IVSC Chairman Sir David Tweedie (L-R) Allister Byrne (CICBV), Lory Paterson (RICS), Sir David Tweedie, Keith Lancastle (AIC),

(L-R) Mary Jane Andrews, FCBV (KPMG), David Shum (Cushman Wakefield), Colin Johnson (Altus Group), Sir David Tweedie, Jeff Harder, FCBV (Deloitte)

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Committee ReportsCommunications CommitteeMember Insights and Feedback Survey

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The Member Insights and Feedback survey results are now available. We are thrilled about the overwhelming response we received! More than 25% of the membership responded to the survey. Thank you to all members who participated.

We encourage you to download the survey and see what you and your fellow members said about the Institute and the state of the profession.

New Video on cicbv.ca The Institute has been working on revising the homepage to include our most recent video “Capital on the Sidelines”. The video is also on the cicbv.ca/welcome page. “Capital on the Sidelines” is about how the downward effects of the crash of late 2008 on M&A and lending

90% of CBVs who participated in the survey feel that having a CBV designation is relevant to their work.

The top two primary areas of practice for survey respondents were litigation support and valuations for income tax purposes.

32% of survey respon-dents believe that C-Suite executives are aware of the CBV designation. This is an encouraging increase based on the 25% re-sult from the CICBV’s survey of Canadian C-Suite executives administered in June, 2010.

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activity are turning around. The money that had moved to the sidelines has accumulated on corporate balance sheets, and private equity funds. There is now a renewed interest in the mar-ket as private equity and corporations are beginning to look for new opportunities. This comes at a time when many baby-boomer business owners are seeking to sell their businesses in the next few years.

We encourage you to view the video and as always, we appreciate your feedback.

Spring Advertising CampaignThe Institute has arranged for a series of advertising efforts placed in the Report on Business section of the Globe and Mail, both online and print. Watch for the following advertisements:

PrintAs part of the spring campaign, banner ads will be placed on March 20, April 19, May 3 & 17

Online The Institute will have a series of online ads rotating during March, April and May.

During the months of March, April and May, there will be 30 second video pre-roll in the Busi-ness Category.

Recent Presentations & University Events• CBVs Richard Ginsberg and Andrew Secord recently lectured to two separate MBA classes

at Schulich (December, and February) on the topic of “Fairness Considerations and Post Transaction Valuation Considerations”. The classes were Strategic M&A.

• January 17, 2013 — CBV Anish Chopra presented the keynote address at the Queens Con-ference on International Business at The Park Hyatt in Toronto.

• January 22, 2013 — CBV Tom Koger facilitated a CBV information session at McMaster University DeGroote School of Business, in association with DeGroote Accounting Associa-tion, in Hamilton, ON.

• January 24, 2013 — CBV Mike Panayi facilitated a CBV information session at Wilfred Lau-rier University, in association with Laurier Accounting Association, in Waterloo, ON.

• January 28, 2013 — CBV Bobby Hinduja facilitated the training session for over 40 ac-counting and finance student participants at the 5th annual CBV Case Competition at the University of Toronto, St. George Campus.

• February 1, 2013 — CBVs Anna Di Cerbo and Bobby Hinduja and CICBV Director of Profes-sional Affairs Bob Boulton acted as judges at the 5th annual CBV Case Competition at the University of Toronto, St. George Campus.

(L-R) CBV Anna DiCerbo, CBV Bob Boulton, CBV Bobby Hinduja and the U of T Case Competiton winners

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• March 6 — CBV Bart Dziarski spoke to finance and accounting students of the Ryerson University Accounting Society at the Ted Rogers School of Management. He spoke about the CICBV, the CBV designation and the type of work performed by a CBV.

• March 14 — CBV Bart Dziarski lectured to the Equity Markets class at the University of Guelph. He spoke about the CBV designation, his career path and the importance of valu-ation when making investment decisions.

Continuing Education/Events CommitteesEastern Regional Conference — June 20 and 21 — OttawaThe CICBV Eastern Regional Conference will be held in Ottawa, Ontario on June 20 and 21, 2013 and promises to be of interest to CICBV Members, students and other professionals alike.

The conference committee has gathered a diverse, energetic group of speakers who will pro-vide updates that will assist in enhancing valuation skill sets and expand on the tools needed to succeed in this continually evolving profession. Some of the topics include practical advice for CBVs, proper use of market comparables, tax issues in valuation and social media market-ing in the next decade. The keynote presentation will be by Dan Gardner, Journalist, bestselling author and panelist on CTV’s Question Period.

To register for the Conference please click on the link below:

https://cicbv.ca/events/cicbv-2013-eastern-regional-conference/

Western Regional Conference — September 19 and 20 — WhistlerThe CICBV Western Regional Conference will be held in Whistler, BC on September 19 and 20, 2013. Watch for more details.

Recent Seminars and Workshops (by region)Region Date Topic Speaker(s)

Atlantic February 13 Recognition Evening for New Members in Atlantic Canada

Brian Keough, CA, CBV

British Colombia

January 23 Economic Outlook Helmut Pastrick, Central 1 Credit Union

Toronto February 28 Recognition Evening for New CBVs in Ontario

February 28 Income Determination Under the Guidelines

Terry Hainsworth, LLB, Harrison Pensa

Recent WebinarsDate CICBV Webinar Speakers

January 15 Size and Liquidity Premiums: Proportional Roles Ashok Abbott, Robert Schlegel

February 6 Fair Market Value in Canadian Tax Courts Richard Wise, FCA, FCBVFebruary 14 The Excess Earnings Method James Alerding

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Upcoming Seminars and WorkshopsDate City Topic Speaker(s)March 25 Toronto Fishing for Financing: Finding

Funding and Opportunities in Private Markets — Symposium

Keynote address: Nathan Sheets, PhD, Global Head of International Economics, Citigroup

May 3 Toronto Family Law & The Income Tax Act Terry W. Hainsworth, Harrison Pensa LLP

Douglas Plummer, Neal, Pallett & Townsend

June 20-21 Ottawa CICBV 2013 Eastern Regional Conference

Upcoming Webinars Date Topic SpeakersMarch 20 Global Challenges Facing Canadian Business

ValuatorsMary Jane Andrews, KPMG Michael Badham

March 21 Valuing Brands Mike Pellegrino, Pellegrino and Associates

Ira Mayer, EPM Communications

April 25 Valuing Professional Practices Kevin R. Yeanoplos, Brueggeman and Johnson Yeanoplos, P.C.

To register for any of the upcoming workshops, seminars or webinars, please go to https://cicbv.ca/events/

Archived Webinars The CICBV has a number of webinars that have previously been recorded available for purchase online.

Interested in presenting?Are you a subject matter expert? If so, we’d love to hear from you. We welcome proposals for webinar topics that would be of interest to other Members and Students. Presenting is easy— you can do it right from your own office; CICBV staff will walk you through a demo ahead of time and provide technical and administrative support during your webinar. Please contact us if you are interested in becoming a presenter, or finding out more details.

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Announcements, Appearances and AccoladesJanuary 7, 2013: CBV Drew Dorweiler appeared on BNN as part of a panel discussion talking about the end of the hockey lockout and the deal that was struck between the players and the owners (watch video).

2013 (ongoing): The University of Windsor Law School offers a night course in Civil Advocacy for their third year students. Each year local CBVs participate in “Expert Witness Night”, where the individual students have the opportunity to qualify, examine-in-chief and cross-examine an expert witness based on a case developed jointly between local CBVs and local legal counsel. Participants scheduled to appear this year include: Josie Parisi, CBV; Joanne King, CBV; Don McKinnon, CBV; Andrea Pontoni, CBV; Federica Nazzani, CBV; Meredith Popp; Barb O’Neill; and, Carl Merton, FCBV.

January/February, 2013: CBV Anish Chopra was interviewed by Bloomberg News/The Washing-ton Post on Canadian equity markets and investment issues (Bloomberg/Washington Post).

February, 2013: CBV Anish Chopra served as moderator of the Hedge Fund Panel at the 4th Annual Alternative Investment Outlook Forum in Vancouver, B.C. and was also a panelist at the RealCapital 2013 Conference in Toronto, Ontario where he discussed issues relating to capital markets and real estate.”

March 4-15, 2013: CBV Amanda Vella was selected to attend the United Nations Commission on the Status of Women as a Non-governmental Organization (NGO) representative in New York in March 2013. This exciting opportunity came as a result of her involvement as president of the YWCA Edmonton. The priority theme of this year’s Commission is the elimination and prevention of all forms of violence against women and girls, a cause that she is extremely pas-sionate about.

“Cubicle to the Cage” Reality TV show featuring CBV Steven Goodfellow Cubicle to the Cage is a new 12 episode documentary TV series that follows a group of approxi-mately 40 passionate Mixed Martial Arts (MMA) fans, selected through a series of extensive tryouts and interviews, for 13 months as they trained as part of a professional MMA camp. At the end of the program, the top three trainees were given an opportunity to compete in their first professional MMA fight. One of the three trainees is our very own Steven Goodfellow, from Halifax, Nova Scotia. Over this 13 month period, Steven turned himself over mentally and physically to the trainers at Titans MMA in Halifax as he was thrust into the gruelling and dangerous world of professional mixed martial arts. The late mornings in bed, long coffee breaks, fast food and relaxing on the couch became a thing of the past. Replacing these taken-for-granted luxuries of life were an exacting nutrition plan, a rigorous strength and conditioning training program, expert training in the art of wrestling, Brazilian Jiu Jitsu, boxing and Muay Thai. Exhaustion became a way of life, pain a constant companion and serious injury a regular occupational hazard.

While MMA may at first blush seem to be the farthest thing from business valuation, Steven draws parallels between the financial puzzle that is at the core of any valuation and the piecing together of the various technical aspects of each of the martial art disciplines into a cohesive, comprehensive fighting style and fight game plan that is tailored to the individual fighter and his/her opponent. Steven has found MMA to be as cerebral as it is physical and he attributes his analytical CBV mindset as a critical success factor to his performance in the cage.

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This is just one more example of the diversity, perseverance, and unwavering attitude of our CICBV membership. Watch for this new ground breaking series, set to air in September on the radX network.

Writer’s Edge By Ingrid SaponaWelcome to Writer’s Edge — a column by Ingrid Sapona, owner of Good with Words. In her col-umn, Ingrid will write about ways of improving your communication skills. Many of you already know Ingrid — she’s been working with the CICBV and CBVs for more than 10 years and is the creator and presenter of the popular seminar: Valuation Reports and Opinions: Your Stock In Trade — Are they as clear as can be?

Creating AmbiguityI could have titled this column: Avoiding ambiguity – but I didn’t because I want to discuss some of the ways ambiguity ends up in business writing. Ambiguity, of course, is when something can be understood in two or more ways.

Ambiguity Due to Word Choice1

The most common cause for ambiguity in writing is poor word choice. There are times when more than one word can be used, but if the writer doesn’t choose the most precise word, ac-curacy is sacrificed and reader confusion often results. A simple example of a word that is ambiguous is “until”. If you have until May 31st to file something, can you file it on May 31st, or is May 30th the last day you can file it? The confusion comes from the fact that “until” can mean “up to” or “through”.

Let’s look at a sentence that includes a few poor word choices:

Members have a duty of confidence to clients and shall not disclose, without proper cause, any information obtained in the course of the engagement.

The first poor word choice is the phrase “duty of confidence”. Duty is usually thought of as something someone owes to someone else, for example: I have a duty to my daughter to take care of her. But confidence is something that people have within themselves. Linking duty and confidence leaves readers perplexed. I suspect the author probably simply confused confi-dence with confidentiality. But perhaps the author intended to imply something about instilling confidence in clients (or the public) by pointing out that members don’t willy-nilly disclose confi-dential information. Unfortunately, the reader doesn’t know what the author intended.

The second problematic word choice is “shall”. It can mean “must”, “may”, or “will”.2 Which meaning do you think the author meant? Indeed, if there is only one point you take away from this article, I hope it is that it’s never a good idea to use shall.

1 I can’t resist mentioning this (and I can justify it as an explanation of editorial decision-making): I would have liked to have structured this heading like the other two, but I didn’t think there was a single word for “word choice”. It turns out there is — it’s “diction”. I was surprised by that, as I always thought diction related to how words are enunciated. According to Merriam-Webster.com, enunciation is one definition of diction, but the primary definition is: the choice of words especially with regard to correctness, clearness, or effectiveness. Of course, using the word “diction” in the heading wouldn’t have helped make it parallel in style to the others — for that I would need “Dictional Ambiguity”. Well, apparently dictional is an adjective. Who knew? In the end, however, I thought using dictional would look wrong to most readers, so I decided to stick with this somewhat clumsy heading.

2 Here are some sentences that show the different meanings “shall” can have:• Father said we shall go see Grandma on Sunday. Here it means we will go see Grandma on Sunday.• The provinces shall have the power to amend the law. Here it means the provinces may amend the law.• The prisoner shall remain in custody until bail is posted. Here it means the prisoner must remain in

custody.

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The expression “proper cause” isn’t too helpful either, because the standard of what is proper is vague. Is the author referring to some legal standard or to some subjective standard mem-bers apply?

Structural AmbiguityAmbiguity can also be caused by how a sentence is structured. Here’s a simple example from The Grammar Bible3: Before Mary Lou was our accountant. When you read that, you’re left wondering what happened before the writer hired Mary Lou, or what happened after Mary Lou was hired. But look how the meaning becomes clear — and quite surprising — when a missing comma is added: “Before Mary, Lou was our accountant.”

What about this sentence, from The Legal Writing Handbook4: Taxpayers who file their returns promptly receive their refunds. The ambiguity is created by placement of “promptly”.

Contextual AmbiguityThe last cause is what I call contextual ambiguity. These are situations where the author expects readers to rely on a wider context to understand the true meaning. For example, here’s a state-ment in an e-mail: Be sure to remind the engagement team of the firm’s document retention and destruction policy. The sentence seems clear enough on its face, but in the context of the Enron investigation, the question of how different readers interpreted this sentence was crucial.

Prosecutors read this as a cue to staff members to start destroying documents. Had the mes-sage addressed some specifics about the policy (for example, provided the number of years documents were expected to be kept, or what the protocol was in the event of an investiga-tion), then there would have been less of an argument that the author was being intentionally ambiguous.

ConclusionAmbiguity doesn’t just create challenges for readers — it can have negative consequences for the writer. While it’s true that most ambiguities will not create potential liability, they can leave readers questioning the writer’s attention to detail and expertise.

Ingrid welcomes your feedback, questions, and suggestions for topics you’d be interested in reading about. Drop Ingrid a line at: [email protected], or call 416-259-3399.

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3 Strumpf, M and Douglas, A, The Grammar Bible, St. Martin’s Griffin (2004), p. 419.4 Oates, L.C., Enquist, A, Kunch, K, The Legal Writing Handbook, Aspen Publishers, Inc. (2002), p. 678.

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