Prof Damodaran - Distress, Dilution & Illiquidity

Posted on 10/23/2026

Getting from the value of a business to a fair value per share involves three adjustments that are often handled badly or skipped altogether. In this session, Prof Damodaran explains how to deal with distress, dilution and illiquidity.

  • Distress: a going-concern DCF assumes the company survives, so the chance of failure needs to be considered explicitly
  • Dilution: employee stock options and other equity claims reduce the value left for ordinary shareholders
  • Illiquidity: why shares that cannot easily be sold are worth less, and how to think about a discount for lack of marketability (DLOM)

It pairs naturally with the Private Company Valuation session in this section, since illiquidity discounts are a key issue when valuing shareholdings in private companies, startups and family businesses.