Documents the results of the valuation process and the financial issues that were taken into consideration.
Provides the buy side or sell side fiduciaries (board of directors or board of managers) with a written opinion that the value arrived at is fair from a financial point of view.
Does not opine that the transaction is the best deal available, only that the subject transaction is fair from a financial point of view.
Provides tangible evidence that can be used in litigation to demonstrate that the fiduciaries acted reasonably and on a well-informed basis.
Private and public companies are referred to Marshall & Stevens by outside legal counsel and other trusted advisors to provide independent Fairness Opinions for their important transactions.
If there is a concern that even one shareholder may challenge the controlling shareholder(s), management, board of directors, or board of managers – claiming that a transaction being pursued results in unfair treatment to minority shareholders, then a Fairness Opinion should strongly be considered to protect the decision makers.
SPAC / de-SPAC: Fairness opinions are recommended for Special Purpose Acquisition Companies (SPACs) merger, acquisition and other transactions. SPAC fiduciaries are encouraged to engage an independent advisor to provide a Fairness Opinion that addresses fairness from the financial point of view to either the SPAC (buy-side) or the target (sell-side). SPACs have the same public company financial reporting compliance requirements as every other public company (FASB, SEC, PCAOB).
For ESOP transactions, a Letter of Adequate Consideration is oftentimes requested rather than a Fairness Opinion. The two are similar in that the goal is to provide the transaction fiduciary(ies) with financial guidance from a qualified firm.
Our Transaction Opinion team collaborates with our internal multi-disciplinary professionals to provide the value analyses and fresh independent opinions to fiduciaries, financing sources and investors for public and private company transactions.
Marshall & Stevens provides valuation, solvency/insolvency opinions, and other consulting services to assist with bankruptcy, restructuring and recapitalization transactions.
Marshall & Stevens performs hundreds of valuations and cost segregation analyses every year for renewable energy project developers, sponsors, and investors.
Marshall & Stevens has a large team of valuation professionals, all of which have industries where they have a particular expertise, including: agriculture, automotive, chemical, construction and engineering, consumer products, energy and infrastructure, entertainment and media, food and beverage, healthcare, hospitality and gaming, manufacturing and distribution, real estate, professional services, technology.
Marshall & Stevens values companies and assets around the world. Our staff travels as necessary to conduct site inspections, management interviews and perform other due diligence.
The Marshall & Stevens ESOP practice includes valuation, transaction advisory, and investment banking for ESOPs.
Why do I need a valuation of my business to gift equity to my heirs? I know my business and what it’s worth.
The IRS expects that gifts of equity in a business or operating asset (i.e. real estate) be performed by a “qualified appraiser” as defined by the IRS.
Reporting a value to the IRS that is below the IRS’ opinion of fair market value may lead to additional taxes and penalties on the transaction.
A fractional interest in a business is not typically equal to the respective percentage in the total value. Matters of control in the business and marketability of the equity often leads to a material discount from the pro rata value.
Financial reporting compliance requires a determination of fair lease rate.
Marshall & Stevens provides Fairness and Solvency Opinions, valuation analyses, investigative accounting, and expert witness services to assist public and private clients with their important transactions and litigation matters.
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