Valued Experts in Corporate and Personal Tax
Attorneys, accountants, wealth managers and other trusted advisors refer their clients to Marshall & Stevens in order to facilitate the following transactions:
CORPORATE TAX MATTERS
- “409A” Valuations – Under IRC Section 409A, companies seeking an option grant for tax purposes require an independent valuation of the equity to support their claim. Companies following US GAAP require the same analysis for compliance with ASC 718. Our financial valuation professionals perform these analyses for both requirements.
- Ad Valorem Opinions – Our in-house financial, fixed asset, real estate, and litigation support professionals work as a team to assist corporations with the reporting of property tax values that meet state and local assessment requirements and for disputes with assessors.
- C to S Conversions – The change in legal entity from a C corporation to a subchapter S corporation requires a valuation of the date of the conversion to set a basis for potential recapture from a future sale of the business or underlying assets. Having in-house professionals who provide independent valuation of businesses, tangible and intangible assets makes Marshall & Stevens an excellent choice for these multidisciplinary analyses.
- Corporate Reorganizations and Liquidations – Corporate reorganization may increase capital efficiency, increase profits, and/or return on investment. The experts at Marshall & Stevens can assist with changes in corporate structure, a merger or acquisition, a consolidation bankruptcy or liquidation where one or more valuation analyses may be necessary.
- Corporate Tax and Transfer Pricing – For multinational companies that engage business combinations, asset acquisitions, and the multijurisdictional use of assets and services, it is vital to engage a respected independent firm to provide tax reporting and valuation analyses that can stand up to heavy scrutiny by the IRS.
- Cost Segregation, Repairs and Maintenance Studies – Our equipment valuation and cost segregation professionals provide analyses of buildings, facilities, and tangible assets to assist companies and investors with allocation of costs for accelerated depreciation, capitalization and expensing per IRS guidance including MACRS.
- Discharge of Debt – When a debt is cancelled, in whole or in part, taxes generally must be paid on that “new” income. In some instances, a taxpayer may establish through an independent valuation that they qualify for an exemption from those taxes under IRC Section 108.
- Employee Stock Ownership Plans (ESOP) – Formation of an ESOP requires a valuation for the seller(s) and for the buyer (ESOP Trustee) as well a feasibility analysis, structuring, and financing consulting. Once an ESOP has been formed, it is necessary to have the equity valued annually to define the pricing of employees’ allocated shares. Marshall & Stevens has an integrated solution for ESOP formation and valuations.
- Financing Transactions – Marshall & Stevens is a trusted provider of reasoned, independent analyses that meet industry and regulatory standards for important financing, refinancing, and recapitalization transactions.
- Golden Parachute – Companies undergoing acquisitions or other change of control events may be required to comply with IRC Section 280G, known as “golden parachute” payments to company leadership. Marshall & Stevens has the expertise to assist the buyer or seller with valuation analyses of the golden parachute payments in compliance with Section 280G.
- NOL Carryforwards – To better comprehend the scope of a company’s Net Operating Losses (NOLs), a valuation may be necessary to determine its fair market value prior to any ownership changes as well as the fair market value of the company’s assets for unrealized capital gains purposes.
- Purchase Price Allocations – Our in-house financial, equipment, and real estate specialists provide valuations to assist management with the allocation of acquired assets for tax reporting as well as financial reporting purposes.
- Renewable Energy Tax Credits – The Energy and Infrastructure practice at Marshall & Stevens provides hundreds of valuations and cost segregation analyses each year to assist with tax equity investment transactions, transferability of credits, repowering (“80/20”) of facilities, and more.
- Transfer Pricing – We use market-based pricing techniques, benchmarking studies, and other accepted valuation methodologies to incorporate inter-company pricing policies supported by well-established valuation theory, economic principles, and current regulations.
- Worthless Stock – A worthless stock is one that has no liquidating value and no future potential value. To prove both conditions for the purposes of a worthless stock deduction, a taxpayer must provide a valuation of the stock that has been completed by an independent third party.
PERSONAL TAX MATTERS
- Estate and Gift Tax – The IRS requires that interests in businesses, funds, real estate, intellectual property, tangible assets, and marketable securities be valued by a “Qualified Appraiser” for gift and estate tax reporting. Our diverse team has extensive experience in providing reliable independent valuations for compliance with IRS reporting.
- Exit and Succession Planning – We assist founders and owners in the potential exiting of their business with independent valuation and consulting services to determine the fair value of and future opportunities for the business(es). Our professionals are prepared to assess deal offers from potential buyers and provide a fairness opinion for the transaction.
TAX DISPUTES
- Tax Court Disputes – Our forensic accounting and litigation support professionals assist taxpayers and taxing agencies with a wide variety of federal, state, and local tax disputes.
For more information, please contact one of the professionals listed below.
How Marshall & Stevens can help with Tax Valuation
Our Tax Valuation 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.
Property Tax Valuation Services
Property taxes are applied ad valorem, meaning based on the assessed value of the property.
Dispute Resolution and Expert Witness Services
Tax professionals across the country refer their clients to Marshall & Stevens for Cost Segregation.
Estate and Gift Tax
Our in-house valuation, consulting, and litigation professionals are engaged to assist with wealth preservation, tax reporting, and matters of dispute.
Frequently Asked Questions
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Marshall & Stevens meets the IRS’ “Qualified Appraiser” standard, valuing real estate, businesses, intangible assets, and equipment for estate and gift tax reporting purposes.
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Marshall & Stevens performs portfolio valuations for a large and diverse pool of investments and investment funds.
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Marshall & Stevens provides forensic accounting, valuations, damages calculations, consulting, and expert witness testimony in a wide variety of litigation and arbitration cases.
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Marshall & Stevens provides valuations of businesses, as well as equity and debt investments for use in estate and gift tax, IRC 409a, ESOP reporting, succession planning, financing and recapitalization, litigation, etc.
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Marshall & Stevens performs real estate appraisals for financing, estate and gift tax planning and reporting, buy/sell consideration, insurance, easements, property tax, and litigation.
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Marshall & Stevens provides appraisals of machinery, equipment, vehicles, and special purpose property for financing, financial reporting, property tax, insurance, and litigation.
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Most companies are diligent about adding acquired assets to their books. A large percentage of companies do not focus on eliminating assets from their books when sold or retired. The asset may have reached a $0 depreciable value, but each asset costs money when it comes to the replacement value for insurance purposes. Why does a 200-bed hospital have 500 beds on its asset list? Why does a 600-seat multiscreen movie theatre have 1,000 seats on its books and a projector from 1993?
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A 409a analysis (IRS section 409a) refers to valuing the class of equity provided to parties without remuneration (as an incentive) for federal tax reporting purposes. The analysis is also required for financial reporting purposes (FASB ASC 718). The analysis typically requires a valuation of the underlying business or assets. Sometimes we can backsolve a value for the equity based upon a recent subject company transaction.
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Real estate should be looked at strategically for potential beneficial tax reporting, financial reporting, depreciation including cost segregation and bonus depreciation, financing including sale leaseback, etc.
The fair market value of acquired real estate is often much higher than the seller’s capitalized basis and the allocation between land (not depreciable) and improvements (depreciable) is often different than what the assessor has determined.
For financial reporting, the value of acquired real estate needs to be allocated to land, building and improvements, and intangible assets.
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The accelerated depreciation benefits (tax savings) from a cost segregation analysis on acquired real estate (sometimes just tenant improvements) can typically pay for a material percentage of the transaction costs and/or multiple financing payments.
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Financial reporting compliance requires a determination of fair lease rate.
A large percentage of transactions include lease agreements that are not at current fair market value. This is more often the case when the owner of the business is also the owner of the real estate.
In the acquisition of a medical practice, for instance, the acquiror must not pay a higher than market rate to acquire or lease the property from the seller.
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Each audit firm has their preference for the way certain financial instruments should be valued. We initiate a call with the audit team before performing the analyses to reduce the potential for delays and surprises.
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Our specialists have a great deal of experience providing financial reporting valuations for compliance with international and domestic accounting standards.
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We review financial projections against past performance, comparable company performance, and industry forecasts. We ask for support from our clients, as necessary, to make us comfortable with their projections and to provide an explanation in our valuation report.
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We focus on efficiency. Our team includes senior valuation professionals with experience working at international audit firms – they did the same review work your audit firm valuation professionals do – making them a great resource to our clients. These specialists understand the materiality thresholds while meeting regulatory requirements.
We provide negative and positive assurance letters upon request.
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There is often a material depreciation benefit to stepping up the value of acquired assets vs taking them over at book value. We provide preliminary estimates to determine if the fair value step up of the acquired assets is worthwhile to the acquiror.
We also find that sellers’ asset lists typically include a material percentage of assets no longer in use (“ghost assets”). Cleaning up the asset list can benefit a buyer in numerous ways:
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Reducing goodwill
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Not paying for insurance and property tax on assets that don’t exist.
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Complying with audit requirements to have control of their assets.
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The Marshall & Stevens Difference
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.
Client Highlights
Here are a few client success stories from public and private companies we’ve worked with
Tax Valuation Contacts at Marshall & Stevens
Background
Jonathan Adelson is a Managing Director, Business Development with Marshall & Stevens.
Mr. Adelson joined Marshall & Stevens in 2024. He leads business development efforts with public and private companies and private equity funds to deliver independent financial opinions with respect to valuation, solvency, capital adequacy and fairness in connection with mergers, acquisitions, divestitures, leveraged buyouts, recapitalizations, financings and financial and tax reporting matters for businesses, equity and debt securities, loans, derivative instruments, structured products, intangible assets, fixed assets real estate and more.
Prior to Marshall & Stevens, Mr. Adelson was a Manager at KPMG and a Managing Director at Alvarez & Marsal. He has served in business development roles for Valuation Research Corporation, Adelson Strategies (a global business development and strategy firm), and Trio Media Ventures. He began his career in public policy.
Mr. Adelson volunteers with multiple organizations.
Professional Highlights
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Managing Director, Business Development, 2024-present - Valuation Research Corporation
Managing Director, 2017-2024 - Adelson Strategies
Managing Director, 2015-2017 - Trio Media Ventures
Founder, Head of Global Strategy & Business Development, 2015-2017 - Alvarez & Marsal
Managing Director, 2005-2015 - KPMG LLP
1998-2005
‣ Manager, 1999-2005
‣ Intern, Washington National Tax Practice, Summer 1998
- American Iron and Steel Institute
Law Clerk, Office of the General Counsel and VP of Public Policy, Summer 1995 - Liz Robbins Associates
Junior Associate, Washington Representatives, 1991-1994
- Bondville Fair (Bondville, VT)
Board of Directors, 2023-present - The M&A Advisor 2022 (New York, NY)
Advisory Board, 2022-2023 - The Stratton Foundation (Stratton, VT)
Volunteer, 2020-present - Stars of Hope (New York, NY)
Volunteer, 2019-present - Progressive Policy Institute (Washington, DC)
Board of Directors, 2016-present - Ithaca College Alumni Association (Ithaca, NY)
Board of Directors, 2002-2008
Background
David A. Gaynor, ASA, is a National Practice Leader for our Financial Valuation Practice and Managing Director of our Healthcare Valuation Practice. Mr. Gaynor’s responsibilities include overseeing the delivery of valuation services to the Firm’s financial valuation clients.
Mr. Gaynor has more than 22 years of consulting experience, specializing in the valuation of businesses and business interests, intangible assets, liabilities, and complex securities in connection with mergers and acquisitions, financing, estate and gift tax planning, charitable contributions, litigation support services, strategic planning, fairness opinions, Employee Stock Ownership Plans (ESOPs), accounting matters, and recapitalizations. Mr. Gaynor has served clients in a wide variety of industries, including the healthcare, food & beverage, restaurant, consumer products, telecommunication and manufacturing industries.
Prior to joining Marshall & Stevens, Mr. Gaynor led the Healthcare Valuation Group at Crowe, LLP. He has also been employed at CohnReznick, LLP and EisnerAmper, as well as Management Planning Inc. and Pluris Valuation Advisors, LLC.
Mr. Gaynor earned a Bachelor of Science in Finance from The College of New Jersey in Ewing, NJ.
Mr. Gaynor is an Accredited Senior Appraiser (ASA) in business valuation with the American Society of Appraisers. In addition, Mr. Gaynor is a Member of the Appraisal Issues Task Force (AITF), a Board Member of the Towson University Family Network, and a Member of the Montgomery Township, NJ Budget and Finance Committee. Mr. Gaynor is a frequent writer and speaker on valuation topics.
Professional Highlights
.collapsible { background-color: #d9eafc; color: black; cursor: pointer; padding: 10px; width: 100%; border: none; text-align: left; outline: none; font-size: 16px; font-weight: bold; } .active, .collapsible:hover { background-color: #d9eafc; } .content1 { padding: 0 18px; display: visible; overflow: hidden; background-color: #fff; } var coll = document.getElementsByClassName("collapsible"); var i; for (i = 0; i < coll.length; i++) { coll[i].addEventListener("click", function() { this.classList.toggle("active"); var content = this.nextElementSibling; if (content.style.display === "block") { content.style.display = "none"; } else { content.style.display = "block"; } }); }- Member, Appraisal Issues Task Force
- Board Member, Towson University Family Network
- Member, Montgomery Township, NJ Budget and Finance Committee
- Marshall & Stevens, Inc.
December 2019-present
‣ Managing Director, Northeast Financial Valuation Practice Leader, 2023-present
‣ Managing Director, 2019-2023 - Crowe
February 2014-November 2019
‣ Managing Director, Healthcare Valuation Services Leader, 2019
‣ Senior Manager, 2014-2019 - CohnReznick LLP
Senior Manager, 2012-2014 - Pluris Valuation Advisors LLC
Vice President, 2010-2012 - Management Planning, Inc.
Vice President, 2008-2010 - Valuation Research Corporation
Vice President, 2007-2008 - Crowe Horwath LLP
Manager, 2004-2007 - EisnerAmper
Supervisor, 2002-2003