Transaction Analysis

Fairness & Solvency Opinions

A fairness opinion provides an independent, objective analysis of a proposed deal’s financial aspects from the point of view of one or more of the parties to the transaction. Any number of factors in deals involving both public and private companies can trigger the need for a fairness opinion. These documents are frequently used to protect the interests of company directors, stockholders, investors and any other involved parties with any kind of fiduciary responsibility. Fairness opinions are often requested in deals involving public offerings, leveraged buyouts or major refinancing/restructuring.

ValueScope has the personnel, expertise and research resources to provide the assurance of fairness to participants that these types of deals require. We are highly experienced in mergers, acquisitions, divestitures and related transactions. A fairness opinion from ValueScope is the product of a comprehensive analysis that includes a thorough review of the terms and structure of the proposed transaction.

The combination of experience, in-depth analysis and sterling credentials that we bring to a fairness opinion can help to discourage challenges from third parties. Not surprisingly, a wide range of both public and private corporations and boards of directors call on us to provide them with independent opinions regarding acquisitions, divestitures, management buyouts and similar major transactions.

Contingent Consideration Under ASC 805

Contingent consideration is an obligation of the acquiring entity to transfer additional assets or equity interests to the former owners of an acquiree. The amount of this consideration can be significant, depending on the subsequent performance of the acquiree.

Purchase Price Allocations Under FASB ASC 805

Understanding the applicable standards and regulations is key to navigating the maze of esoteric issues that arise from mergers, acquisitions and asset purchases. As specialists in fixed asset, financial, intangible and strategic asset valuation, we bring creativity, accuracy and support to a higher level.

Intangibles & Goodwill Impairment Testing Under FASB ASC 350

Volatile markets increasingly drive the importance of these standards on a company’s financial statements. Our valuation specialists assess goodwill for impairment and provide assessments of impairment loss, where applicable.

Impairment or disposal of long-lived asset evaluation under FASB ASC 360

Evaluation of financial assets under FASB ASC 820

Stock-based compensation under FASB ASC 718

Our team performed a fair value analysis on a complex executive compensation plan for a client preparing for a public offering. Given the increased level of audit scrutiny, the project required an expert capable of providing an accurate, GAAP compliant analysis and effectively documenting and communicating the particular methodology to auditors. Our team recognized the unique aspects of the engagement, effectively constructed and delivered a complex, Monte-Carlo analysis, and efficiently guided the client through the audit process.

Derivative securities – Valuation of embedded securities

Determining the fair value of intangible and tangible assets as well as reporting units is an important process every company must fully understand. It’s essential in order to comply with the requirements of ASC 805, 350 and 360 and IFRS 3. How these standards are implemented and interpreted is constantly in flux.

Intellectual Property and Intangible Asset Valuation

ValueScope has extensive experience in valuing intellectual property and other types of intangible assets. Having analyzed and overseen the valuation of countless businesses, ValueScope has gained the technical background necessary to analyze complex intellectual property valuations including:

  • Contract-related (e.g., favorable supplier or other product/service contracts)
  • Customer-related (e.g., customer lists and customer relationships)
  • Data processing-related (e.g., computer software, automated databases)
  • Engineering-related (e.g., patents, trade secrets)
  • Goodwill-related (e.g., going-concern value)
  • Human capital-related (e.g., employment agreements, a trained and assembled workforce)
  • Internet-related (e.g., domain names, process applications, services, and delivery systems)
  • Literary-related (e.g., literary copyrights, musical composition copyrights)
  • Location-related (e.g., leasehold interests, certificates of need)
  • Marketing-related (e.g., trademarks and trade names)
  • Technology-related (e.g., engineering drawings and technical documentation)


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