Fairness Opinions

Solvency Opinions

Transaction Advisory

Due Diligence

 

Transaction Advisory Services

Boards of Directors and Trustees have a fiduciary responsibility for the way noncontrolling shareholders are treated in recapitalization, cash-out dividend, merger, acquisition, divestiture, & other material transactions.

 

Independence and Experience Matter

Business Owners interested in succession planning owe it to themselves to understand the value of their business(es), real estate, and investments.

We listen, we provide analyses, scenarios, opinions, and potential solutions.

Marshall & Stevens’ professionals provide independent opinions to fiduciaries, financing sources, business owners, and investors for public and private company transactions.

Our team is responsive, nimble and knows how to get the project done on the timeline that the transaction requires.

MULTIDISCIPLINARY CAPABILITIES

Our Transaction Advisory team collaborates with our internal Machinery & Equipment, Real EstateESOP, Financial Valuation, and Energy & Infrastructure professionals to provide the value opinions our clients require to consider, execute, and report a wide range of transactions including:

Recent representative engagements can be found on our Year In Review pages.

How Marshall & Stevens can help with Transaction Advisory Services

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.

Fairness Opinions

A Fairness Opinion from a disinterested valuation firm provides decision makers with independent analysis of the transaction, unbiased by commissions & other potential conflicts.

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Solvency Opinions

A common myth is that when two parties are dealing at arm’s length there is no such thing as “too good of a deal.” This view ignores the laws relating to solvency. If a transaction is done...

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ESOP Valuations

Our ESOP Valuation professionals provide independent valuation and advisory services for ESOP formation and annual reporting. We work with corporate shareholders, independent trustees, trust committees...

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Questions to ask yourself about Transaction Advisory Services

  • Marshall & Stevens has great experience providing independent fairness opinions and solvency opinions for public and private company transactions including SPACS.

  • Marshall & Stevens has staff that serve as receivers and who perform investigative/forensic accounting services. We also assist with bankruptcy and restructuring as may be required.

  • Marshall & Stevens provides valuation, solvency/insolvency opinions, and other consulting services to assist with bankruptcy, restructuring and recapitalization transactions.

  • We work with your advisors to provide valuations that can be used to facilitate the formation of ESOPs, implementation of management incentive plans, stock options, etc. Your tax advisor will help you determine which incentive programs are best for you.

  • 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.

  • Marshall & Stevens has a large team of valuation and litigation support 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.

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.

Our Locations

Year in Review

Here’s a snapshot of the work we performed for public and private companies last year

Transaction Opinions Contacts at Marshall & Stevens

Martin Hanan

CFA, MBA

Founder and President, ValueScope

Background

Martin Hanan is the Founder and President of ValueScope, a Marshall & Stevens company. He works primarily in transaction advisory and financial valuation.

Having almost 40 years of business valuation, transaction and business economics consulting experience and having created two industry-leading firms, Mr. Hanan has managed hundreds of engagements for other professional advisors, and government and corporate clients in a wide array of industries.

Mr. Hanan’s expertise includes the valuation of closely held business interests, financial derivatives, and intellectual property; governance issues including executive compensation; and financial and tax reporting issues including transfer pricing, transactional assistance and methods designed to accelerate corporate cash flow and value.

Mr. Hanan’s strengths include deep insight into econometrics, theory and methodology, business appraisal, and empirical analysis. He is highly analytical, quantitative and creative, and utilizes these skills in assignments ranging from value measurement to value harvesting to expert testimony.

Professional Highlights

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  • The CFA Institute
  • Dallas Society of Financial Analysts
  • Beta Gamma Sigma Alumni - Dallas Chapter
  • Scale Marketing LLC, Director
  • Director, Project Chimps (non-profit)
  • Former Director, Einstein Noah Bagel Corp.
  • Former Director, Luna Carpet, Inc. 
  • Former Director, Board of Trustees, Alliance for Higher Education / North Texas Regional Center for Innovation and Commercialization
  • ValueScope, Inc.
    Founder and President, 2001-present
  • Business Valuation Services, Inc. 
    Founder and President, 1987-2000
  • H.D. Vest Business Valuation Services, Inc.  
    President, 1987
  • Touche Ross & Co. 
    Senior Manager, Valuation Engineering and Appraisal Services, 1986-1987
  • Arthur D. Little Valuation 
    Manager, 1983-1986
  • Motorola Govt. Electronics Group
    Design and Manufacturing Engineer, 1978-1982

John Agogliati

ASA

Senior Managing Director

John Agogliati is Senior Managing Director and Leader for Marshall & Stevens Transaction Advisory Services, LLC providing Dispute Resolution & Litigation Support, Fairness Opinions & Solvency Opinions.

Chase Hoover

CFA

Managing Director

Background

Chase Hoover is a Managing Director with Acuity Advisors, a Marshall & Stevens company.

Mr. Hoover is principally responsible for project leadership and execution on mergers & acquisitions, ESOP transactions, ESOP valuations, and other valuation advisory engagements and transactional mandates. He works closely with business owners, executives, trustees, and other adjacent professionals in the structuring and negotiation of complex transactions, and the delivery of comprehensive transaction opinions.

Mr. Hoover earned his BS in Business Administration with a concentration in Finance and a minor in Economics from Chapman University, where he graduated magna cum laude.

Professional Highlights

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  • CFA Institute and the CFA Society of Orange County
  • The ESOP Association, Member of the Advisory Committee on Finance Issues
  • National Center for Employee Ownership
  • Acuity Advisors
    July 2015-present
       ‣ Managing Director, 2022-present
       ‣ Vice President, 2019-2022
       ‣ Manager, 2017-2019
       ‣ Senior Analyst, 2016-2017
       ‣ Analyst, 2015-2016
  • KPP Financial Inc.
    Market Research Intern, 2015
  • Hamilton Lane (fka. 361 Capital)
    Analyst Intern, 2013
  • BOK Financial (fka. CoBiz Financial)
    Wealth Management Intern, 2012

Chris Kramer

ASA, CFA

Managing Director

Background

Chris Kramer is a Managing Director with Acuity Advisors, a Marshall & Stevens company. He works primarily with business owners seeking to bring about ownership transition or otherwise monetize the value of their company.

Mr. Kramer joined Acuity Advisors in 1995. His clients and referral partners rely on him and his team for ESOP transactions, mergers and acquisitions, valuation opinions for ownership transfers, and more.

Across numerous industries and complex capital structures, Mr. Kramer has rendered opinions in matters involving common and preferred stock, various debt securities, intangible assets of all types, the fairness of certain transactions, and the value of a wide variety of non-traditional types of assets.

As an investment banker, Mr. Kramer has sold companies to strategic buyers, private equity funds, management teams, employees, and family members.

Mr. Kramer earned an MBA in Finance from the University of Southern California, and a BS in Finance from California State University, Northridge.

Professional Highlights

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  • American Society of Appraisers
  • Past president, Entrepreneurs Organization, Los Angeles Chapter
  • Part-time lecturer in the Finance Department, California State University, Long Beach
  • Member of Vistage CE 3044
  • Member of NCEO and The ESOP Association
  • Acuity Advisors
    Owner & Managing Director, 1995-present

Simon Koo

CFA

Director

Background

Simon Koo is a Director in the Financial Valuation and Consulting Practice of Marshall & Stevens Incorporated.

Mr. Koo provides Fairness Opinions and Solvency Opinions for public and private company transactions. He performs valuations of closely held businesses, portfolio companies of private equity and business development companies, as well as intellectual property and other intangible assets, and complex securities, including debt, preferred stock, options and warrants, and contingent consideration using Monte Carlo Simulation and Option Pricing Model methodologies.

He serves clients in a variety of industries including technology, media, pharmaceutical and life sciences, health services, industrial products, retail and consumer products, and food and beverage industries. Engagements are typically provided to assist clients with buy/sell consideration, financing and recapitalization, financial reporting, tax planning and reporting, and matters of dispute.

Mr. Koo joined Marshall & Stevens in 2019. Prior to Marshall & Stevens, he worked in the valuation practice of PWC, Grant Thornton, and RSM.

Professional Highlights

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  • Member, CFA Institute
  • Marshall & Stevens, Inc.
    Director, Financial Valuation & Consulting, 2019-present
  • RSM US LLP
    Supervisor, 2018-2019
  • PwC
    Valuation - Senior Associate, 2016-2018
  • Grant Thornton LLP
    Valuation Associate / Senior Associate / Manager, 2011-2016
  • Ardour Capital Investments
    Equity Research Associate - Intern, 2010-2011

Jason Wainwright

ABD, CFA

Director

Background

Jason Wainwright is a Director with ValueScope, a Marshall & Stevens company. He works primarily in financial valuation.

Mr. Wainwright has worked on and managed numerous business valuations and projects for firms spanning multiple industries, including energy, defense, consumer products, professional services, and healthcare. These projects have included financial modeling and Monte Carlo simulation, analysis of distressed debt investments, business appraisals, valuation of complex securities, litigation support, statistical and econometric forecasting and analysis, and corporate consulting projects including strategy, value enhancement, and capital structure optimization.

Mr. Wainwright’s prior industry experience includes serving as a senior analyst for one of the nation’s leading aerospace and technology companies, Lockheed Martin, where he held key positions in both the finance and strategy departments. His work there included the qualification and analysis of merger and acquisition candidates as well as assessing new business opportunities in the energy market. Additionally, he supported the development of the organization’s annual strategic plan and market forecast and conducted competitive intelligence research. Prior to Lockheed Martin, Mr. Wainwright was a contributing author and editor at Kaplan Schweser, a global education company focused on preparing professionals for financial designations. He has authored content related to quantitative financial analysis, asset management, financial risk management, alternative investment analysis, securities analysis, and valuation.

Mr. Wainwright is recognized in the areas of new business analysis and strategic planning. His strengths include deep insight into investment opportunities and the preparation of investment analyses and recommendations.

Professional Highlights

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  • CFA Institute
  • CFA Society of Dallas-Fort Worth 
  • ValueScope, Inc.
    2014-present
      ‣ Director, 2022-present 
      ‣ Senior Manager, 2015-2022
      ‣ Manager, 2015
      ‣ Senior Associate, 2014-2015
  • Lockheed Martin Missiles and Fire Control
    2011-2014
      ‣ Strategic Senior Planning Analyst, 2013-2014
      ‣ Senior Financial Analyst, 2011-2013
  • Kaplan Schweser 
    Content Specialist, 2008-2011
  • Lockheed Martin Missiles and Fire Control
    Contracts Negotiator, 2005-2008

Our Latest Thinking about Transaction Advisory Services

Article: Transparency, Independence, Fairness Opinions and the SEC

The Securities and Exchange Commission (SEC) recently proposed new disclosure requirements to improve the quality of information for investors in adviser-led secondary transactions & SPAC / de-SPAC...
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Fairness Opinions & Solvency Opinions Explained, Finance Monthly John Agogliati, CFA, ASA

We caught up with John Agogliati, CFA, ASA - Senior Managing Director at Marshall & Stevens Incorporated. Marshall & Stevens is a premier independent, full-service...
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Finance Monthly: Fairness Opinions and SPACs

Finance Monthly interviewed Senior Managing Director, John Agogliati, II, CFA, ASA and Director, Simon Koo, CFA in July 2023 on the topic of SPAC Fairness Opinions. The article is...
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