The utility of fairness opinions is singular and self-evident.  “They represent the judgment of an independent and experienced professional, applying recognized principles of valuation, about the fairness to its clients or stockholders of the financial terms of a transaction.”  NEED TO ATTRIBUTE THIS QUOTE???

CONFLICTS

When there is potential for stakeholders to question the motivation for a transaction.  Examples include:

• Related party transactions
• Lack of outside board members
• Controlling shareholder with “Power” and/or passive shareholders (perception of) abuse by control ??

DILUTION

When shareholders will be diluted in their ownership or experience a loss of value.  Examples include:

•  Mandated by stock exchange or regulatory authority
• Transactions in private companies with multiple classes of stock.
• Changing capital structure
• Divestiture or spin-off of material corporate assets

MANDATED

When a stock exchange or regulatory authority

• When a Board of Directors or CEO is concerned about the support or acceptance of a proposed/potential transaction.
• Companies pursuing or finalizing a transaction.
• Related party transactions
• Controlling shareholder with “Power” and/or passive shareholders
• Lack of outside board members

Valuation professionals perform valuations and forensic services for many different types of businesses, securities, intangible properties, and economic losses/damages. Below, are listed some of the most common items that are valued.

Businesses:

• S & C-Corporations
• Partnership Interests and LLCs

Securities:

• Preferred and Common Stock
• Partnership and Joint Ventures
• Partnership Interests
• Options
• Debt Instruments
• Convertible Debentures
• Restricted Stock

Intangible Properties / Intangible Assets:

• Core deposit intangibles (for financial institutions)
• Patents
• Trademarks
• Copyrights
• Intellectual Property
• Contracts
• Customer Lists
• Technology

Economic losses/damages:

• Loss Quantification Analysis
• Breach of Contract Lawsuits
• Disruption of Business

Defining the Scope:

Engagements begin with an initial meeting to discuss your situation and valuation needs. After understanding the issues and discussing alternatives, a proposal is developed to outline the scope of the project.

Gathering Information:

After the scope of work is determined, we will supply you with a list of required documents that will be necessary to collect in order to compile needed financial data. Historical financial statements, tax returns, customer lists, and other information is gathered by the client and delivered to the Valuation & Forensic Partners team.

Initial Analysis:

After the requested financial information is delivered, it will be input into financial models in order to conduct preliminary analysis on the company’s historical earnings and cash flow. Additionally, industry analysis is started.

Client Meeting:

We will conduct a phone interview or a site visit with key management in order to discuss past and future company trends and to understand company strategies and operations.

Additional Data Collection and Valuation Analysis:

Information from the meeting and additional financial, customer, and industry analysis is compiled. Financial projections and/or normalizations are developed and company risk is assessed.

Client Review and Management Representation Letter:

The company, industry, financial analysis and normalization adjustments are reviewed by the client and/or by company management. This allows for agreement on the underlying information that supports the key valuation drivers and decisions and serves as a sanity check against key assumptions.

Finish Report and Client Review:

Based on the review meeting, the draft valuation report is completed and reviewed with the client and their advisors.

Issue Report:

The valuation report is finalized, signed, and issued.

Over the last decade, intellectual properties and intangible assets have become very important to businesses. In many instances, it may comprise the largest component of value for a business. Because of their importance, these assets may require an independent valuation for transaction, licensing, tax, litigation, and strategic purposes.

Intellectual property and intangible assets have important characteristics that make them different from other business assets. These differences drive the need for more sophisticated valuation expertise. Additionally, there is no single approach that can produce a reliable result in IP valuations and rules-of-thumb and not-so-comparable comparables will not suffice. To value these assets, a valuation expert must have a strong background in financial modeling and economics in order to properly apply the financial approaches and identify truly comparable royalty and transaction rates.

Approach to Intellectual Property and Intangible Asset Valuation

• Prices negotiated for the sale of similar or comparable IP assets;
• Royalties negotiated for the license of similar or comparable IP rights;
• Values developed through financial modeling and statistical analysis of management projections and expectations;
• Damages awarded by courts in infringement litigation relating to similar or comparable IP rights; and
• Valuations for similar of comparable IP assets presented by reputable sources in the trade press and/or academic journal articles.

The Types of Intellectual Property & Intangible Assets That Can Be Valued

Types of Intellectual Property and Intangible Asset Valuation Engagements

• Purchase Price Allocation – identifies assets – both tangible and intangible – and allocates value appropriately to these assets in order to establish the acquiring firm’s associated basis, depreciation and amortization.
• Estate and Gift Valuation – valuations that meet the requirements of Revenue Ruling 59-60 for intangible assets that are included in an estate for federal gift and estate tax purposes.
• Charitable Contribution – independent valuation for intangible asset contributions of assets valued at more than $5,000 per Section 170 of the Internal Revenue Code.
• Royalty Rate Study – defines the appropriate royalty rate to charge or to pay for a specific use of an asset.
• Transaction Negotiations – defines the value of the asset to your organization as well as to the potential acquirer. We provide a range of prices and the key points for negotiating your deal.
• Fairness Opinion – provides an independent assessment and opinion as to the fairness of a proposed offer. Generally used by management and the board of directors in their fiduciary capacity as an indication that they have fulfilled their fiduciary liabilities.
• Equity Allocation – valuations of contributed intellectual property or intangible assets that provide a basis for the allocation of equity within a business, partnership, or joint venture.
• Infringement Damages – quantifying economic damages related to copyright, trademark or other intellectual property infringement, breach of license or breach of a contract.

A firm’s international services are used by US companies who are evaluating investments and purchases of international companies or divisions. Additionally, we work within country and across borders for clients in Asia, Europe, and South America.

Our team can help you to position your company for investment, to evaluate potential partners or investments, to understand the business and intangible assets and interests values, to negotiate strategic relationships, to manage financial reporting requirements, and to design and implement incentive compensation structures.

Purposes for International Valuation

There are numerous reasons to engage a financial professional to assist you with your international valuation requirements. Some of those reasons are listed below.

• Valuation to Establish Collateral for Bank Lending or Securitization
• Valuation for IPOs, prospectuses, and required Financial Disclosures
• Purchase Price Allocations for IFRS 3 and Impairment testing IFRS 36
• Fair Value Determinations
• Valuations to Conform to Tax Authorities and Regulatory Reporting Requirements
• Valuation to Support Joint Venture Contributions
• Venture Capital Financing Values
• Intellectual Property Protection and Litigation Support Values
• Valuation to Support International Expansion Efforts
• Mergers and Acquisitions
• Intellectual Property and Technology Transactions
• Valuation to Support Privatization Efforts
• Valuation to Support Transfer Pricing Activities
• Discount Studies for Restricted Securities

Standards for International Valuation – There are numerous sources of standards in international valuation work. Standards are critical because they define the parameters and requirements of our work. Some of these standards include those published by: the International Valuation Standards Committee (IVS1 and IVS2); the International Accounting Standards Board (IASB); and the Basal Accord.

Difficulties Associated to International Valuation – Work – International valuation require a special expertise and knowledge of the following elements in order to develop reasonable value estimates:

• Political Policies and Risks, Regulatory Changes, and Accounting Controls
• Legal Practices and the Definition and Enforcement of Contractual and Investor Rights
• Economic Forces including Inflation, Volatility, Capital Controls,
• Trade Restrictions and Import / Export Shares of the Market
• Market Maturity
• Geographical Influences, Cultural values, Attitudes and Beliefs
• Foreign currency translation
• Foreign tax and accounting regulation differences between countries
• Transfer pricing and foreign tax interrelationships

These differences require the financial experts to incorporate local data for the market, the cost of capital determinations, and comparable transactions in conjunction with the world impacts of these variables on the interest being valued. Our in-house team and our strategic partnerships with professors and other professionals throughout the world enable our worldwide reach in our local and international valuation work. Please contact our offices or one of our Principals to better understand our international capabilities.