The value of a business goes far beyond bricks and mortar. An organization’s intangible assets, including intellectual property, all have value that can – and should – be quantified and analyzed. The Brown Smith Wallace Transaction Advisory and Litigation Support (TALS) team has extensive experience providing valuation services to clients, including publicly traded and privately held companies, private equity firms, banks, venture capital firms and attorneys.
Our TALS team specializes in providing valuation services related to businesses, common and preferred equity, options, inventory, and intangible assets, including intellectual property. In addition, we specialize in valuing certain liabilities, including deferred revenue, debt, and contingent consideration (earn-outs). Our professionals hold specialized valuation certifications, including Chartered Financial Analyst (CFA), Accredited Senior Appraiser (ASA), Certified Valuation Analyst (CVA) and Certified Public Accountant/Accredited in Business Valuation (CPA/ABV©). In order to provide a complete solution to our clients’ valuation needs, we regularly partner with other national firms that have unique valuation specialties.
Clients typically hire TALS when an independent, objective, and supportable opinion is required. We provide high quality, well-supported analysis often subject to review and scrutiny by various parties, which may include independent audit firms; banks and other lenders; regulators, such as the Securities and Exchange Commission; tax authorities, including the Internal Revenue Service, boards of directors, shareholders and potential investors; and triers of fact, including judges, juries and arbitrators.
Our TALS team renders valuation services for a wide variety of purposes, detailed below.
Tax Planning and Compliance – Our valuation services can be performed related to both U.S. tax jurisdiction as well as foreign tax jurisdiction regulations. Many clients do not have the knowledge to perform a credible valuation. In addition, there are many instances where regulatory “safe harbor” provisions make it advisable for companies to secure an expert, third-party valuation.
- Asset Acquisitions -– Internal Revenue Code (IRC) Section 1060, Special Tax Rules for Certain Asset Acquisitions
- Transfer Pricing Studies, IRC Section 482, Allocation of Income and Deductions
- Equity Compensation Grants – IRC Section 409A, Nonqualified Deferred Compensation; and IRC Section 83b, Property in Exchange for Services
- Fundraising or Equity Raising
- Various Corporate Transactions, Elections, and Reorganizations
- Gift and Estate Tax
Strategic Planning – Some valuation services are performed strictly for internal planning purposes to assist clients in understanding the key value drivers and value creation outcomes related to various strategic alternatives, such as a new product or service launch.
Transaction Planning – Our valuation services can help quantify the potential value from proposed transactions, assist with research to validate preliminary transaction terms, and quantify the potential accounting impact related to contingent consideration or acquired intangible assets. These transactions include:
- Joint Ventures
- Licensing of Intellectual Property
- Mergers and Acquisitions
- Restructuring and Reorganizations
Financial Reporting – Our professionals have the valuation and accounting knowledge to address the issues that arise in financial reporting. Our services will help you meet the needs of your auditors and other regulatory entities. Our financial reporting services include purchase price allocation (ASC 805), goodwill and intangible asset impairment analysis (ASC 350), fair value measurement (ASC 820) and audit coordination. We are one of the few early adopters of the CEIV financial reporting framework, which has led to a significant decrease in discussions with audit teams related to valuation assumptions and methodologies.
Litigation, Arbitration, and Other Disputes – Our valuation services are often relied upon in adversarial proceedings to quantify the value of businesses, intellectual property, and other assets that are relevant to the dispute. In addition, our valuation services can be used to quantify how such business or asset values may have changed over time or been damaged.
- Commercial Litigation
- Shareholder Oppression
- Breach of Contract
- Intellectual Property Infringement and Other Disputes
- Marital Litigation
- Pre-Litigation Disputes
Please contact us to learn more about how our skills, insights and experience can meet your organization’s valuation needs.
The executive team at our portfolio company in St. Louis asked that we use the Brown Smith Wallace Transaction Advisory team to conduct financial due diligence on one of their small add-on acquisitions. We had typically used a Big 4 firm for accounting due diligence. The professionals at Brown Smith Wallace did such a thorough job identifying issues and risks that were not identified during the letter of intent (LOI) process that we now use them on all add-on transactions for this portfolio company. They also handle all the intangible purchase accounting needs at these companies. Brown Smith Wallace does a great job learning the business before they perform due diligence and work extremely well with the seller. They are able to reassure the seller that we are a great firm to sell their privately owned business to and continue on with an ownership stake.
Karen Winterhof, Vice President
Brown Smith Wallace managed the intangible asset, real estate, and equipment valuations related to our recent acquisition. From the beginning to the end of the engagement, Brown Smith Wallace was very responsive to our questions and those of our Big 4 audit firm. Brown Smith Wallace provided a high quality report and analysis that met our needs.
Investment and Management Firm
Andy, Vice President, Corporate Development
We interviewed several accounting firms when setting up our private equity firm. We ultimately chose Brown Smith Wallace because of their experienced team of transaction and tax advisors that have both private equity and public company experience. The transaction advisors at Brown Smith Wallace worked well with our attorneys and the seller’s advisors to set up the proper acquisition structure and working capital peg to acquire our first portfolio company. They also performed the financial due diligence needed to get us comfortable with the deal terms and support our financing needs.
Louis York Capital
Drew Caylor, Partner
Brown Smith Wallace has provided valuation services to our portfolio companies for several years. Brown Smith Wallace has proven that it can provide high quality services at a reasonable price, which helps us to minimize our cost of compliance related to financial reporting and tax requirements.
Jason Payne, Managing Partner
San Francisco, CA
We have worked with Brown Smith Wallace on numerous valuation engagements over the last several years. As a public company with SEC reporting requirements, it is critical that our service providers provide high quality services in a timely manner. Brown Smith Wallace delivers a high level of client service by being responsive to our questions, adaptive to changing timelines, and providing high quality technical advice and deliverables that meet our requirements.
Multinational Electrical Equipment and Components Manufacturer
Doug, Corporate Controller
Brown Smith Wallace was knowledgeable, professional, and demonstrated a sincere commitment to a high level of client service. I look forward to the opportunity to work with Brown Smith Wallace on future business valuations.
National Healthcare Services Provider
Paul, Chief Financial Officer
Brown Smith Wallace provided project management for the intangible and tangible asset valuations related to several recent acquisitions. Brown Smith Wallace was knowledgeable, professional, and demonstrated a sincere commitment to providing a high level of client service. We would not hesitate to use Brown Smith Wallace for valuation services related to future acquisitions.
Private Equity Firm
J.D., Managing Partner
We’ve worked with Brown Smith Wallace for several years. Brown Smith Wallace has demonstrated its mastery of the fair value standards and ability to explain these concepts to management. Their valuation reports have withstood scrutiny from our auditors and any of their questions have always been answered quickly and satisfactorily. Brown Smith Wallace meets our deadlines at the agreed to budget. There have been no unpleasant surprises – only good ones!
Private Equity-Backed Portfolio Company
Susan, Chief Financial Officer
Orange County, CA
I was hired to be the platform CFO for a large private equity firm executing an aggressive roll-up strategy after they had already completed three significant add-on acquisitions. I called my relationship partner in the Brown Smith Wallace Transaction Advisory practice the Wednesday night before Thanksgiving asking for help with post-closing accounting support and diligence efforts on new acquisitions. Right away they mobilized a team to help us meet our audit objectives. They also helped us execute and account for over $200M of acquisitions during the following two years I was at the Company.
Ron Moser, Former CFO
Brown Smith Wallace provided project management and technical oversight of the intangible and tangible asset valuations to meet our purchase accounting needs. Brown Smith Wallace provided a high quality work product that met our needs and their valuation opinions withstood scrutiny from our independent audit firm.
Privately Held Company
Brown Smith Wallace provided project management and technical oversight of the intangible, real, and personal property valuations related to our last two acquisitions. Based upon their performance, I would not hesitate to recommend Brown Smith Wallace’s valuation services to another company. The valuation team was quick to respond to our queries and update their analysis based upon new information. Finally, Brown Smith Wallace’s report and schedules withstood scrutiny from our Big 4 audit firm.
Publicly Traded Chemicals Company
T.S., Finance Executive
Brown Smith Wallace helped us to understand the various options available to value our internally-developed software for potential sale or license. Their recommendation of software valuation methodology was validated by our “real world” software development experience. I appreciate Brown Smith Wallace’s knowledge related to valuation and focus on recommending a scope of services that met our specific needs – even if that scope did not maximize their fees.
Software and Technology Company
St. Louis, MO
Our transaction was complex with several unique components. Brown Smith Wallace took the time to understand those elements and applied the valuation techniques that were appropriate to our situation. Their staff took time to educate us on the optional approaches to valuation so that we could make informed decisions about how to best approach the project. Their work product included a thorough explanation of our assumptions, the valuation techniques applied and a summary of their conclusions. The work was professionally performed, timely in its completion, and competitively priced. We would certainly look to engage their services again if a future need arises.
Speedy Cash Holdings Corp.
Doug Maxwell, Chief Financial Officer
We’re a family business so we have business needs, personal financial needs and issues that often fall into both camps. We’ve received excellent succession planning advice and assistance from Brown Smith Wallace as well as practical valuation and gifting advice. We rely on the firm for all of our accounting and tax advice, where we also regularly receive value added ideas. Our advisers are very patient in explaining the various impacts of key decisions on both the business and each family member. Each family member is very glad we turned a new page in our accounting firm relationship.
Neil Jaffe, Co-President
The Transaction Advisory team at Brown Smith Wallace helped us prepare for the sale process and identify tax structuring strategies to maximize the sale proceeds. Our decision to go with an out-of-state firm was driven by the responsiveness, flexibility and seasoned team of professionals at Brown Smith Wallace who have real-world transaction experience on both the transaction and tax side. From their responsiveness on weekends, early mornings and late nights, to their willingness to meet at our facility to help us learn more about their practice, the team at Brown Smith Wallace exceeded our expectations.
Alpha Energy Solutions
Joe Rhodes, Owner
Brown Smith Wallace’s valuation team has provided services to us for the past few years. Our experience working with Brown Smith Wallace has been productive and positive. The valuation team provides pro-active project management, is highly responsive to our needs, and provides report and schedules that meet our requirements.
Apparel Retailer Private Equity Portfolio Company
We have been an audit and tax client of Brown Smith Wallace for many years. When we were approached by a large private equity firm and their Big 4 diligence team about buying our company, we reached out to the Transaction Advisory team at Brown Smith Wallace. The transaction team served as our intermediary helping us go through the entire sale process from beginning to end, including the complex working capital negotiations and tax structuring strategies to maximize the sale proceeds. Our decision to go with our accounting firm’s transaction team was driven by the seasoned team of professionals at Brown Smith Wallace who have Big 4 and real-world transaction experience from both sides of the desk.
Bill Terry, Former Shareholder and CEO
We used Brown Smith Wallace for valuation services related to our acquisition of an e-commerce company. The Brown Smith Wallace valuation team was responsive to our requests and the project deliverables met our compliance needs.
H.C., Chief Financial Officer
Los Angeles, CA
We have had good experiences using Brown Smith Wallace for valuation services. Brown Smith Wallace has demonstrated a high degree of knowledge and expertise related to both valuation techniques and applicable fair value guidance. Whether it was updating their analysis due to new information or responding to questions from our Big 4 auditors, we appreciated their ability to respond to our needs with a real sense of urgency.
Electrical Components International, Inc.
Multinational Electrical Components Manufacturer
Jason Cattoor, Corporate Controller
In The News
- Online, 12.15.2017
- Q4-2017 Public Sector Advisory Risk Briefing: Establishing a Fraud Risk Management Program @ 6 CityPlace First Floor Training RoomCityPlace 6 Cityplace Dr, Creve Coeur, MO 63141, USA, 12.08.2017
- Q4-2017 Public Sector Advisory Risk Briefing: Establishing a Fraud Risk Management Program @ Blanchette Park Memorial HallBlanchette Park Memorial Hall 1900 W Randolph St, St Charles, MO 63301, USA, 12.07.2017