Valuation for governance and fiscal issues

In the specific circumstance that a transaction involves (in part) the same parties, or the transaction involves (external) minor shareholders, family or financers, there could be a conflict of interest among the diverse shareholders. In such cases, it is advisable to have a register valuator independently assess the price and other conditions of the transaction. This can occur in cases of:

Share issue

• Share issue with potential dilution for the existing shareholders
• Share issue with different types (preferred) shares
• Equity swap (assessment of the exchange ratio)

Transactions

• Sale of equity interests to a (partly) related party
• Transaction with which there possibly is a compromise of the securities of the financers
• Transaction that requires approval of a supervisory or stakeholder body like for instance a supervisory board, a (workers) council, Audit Committee, etc.

 

Fairness opinion

Besides the price and value-related elements of the transaction, the register valuator will pass independent judge over the full range of transaction conditions and summarise his conclusions in a fairness opinion on the transaction. With the fairness opinion, it is guaranteed that the interests of all involved parties are carefully weighed and respected, and that there is no significant disadvantaging before and after the proposed transaction.

This situation is equally applicable in case there is a transaction or rearrangement taking place within an (international) group of companies. In such a case, a fiscal interest might play a role.

Are you involved with an internal restructuring with which you transfer an enterprise, function, risk, or intellectual property beyond the existing fiscal unit? Or would you like to adequately support the financial structure of an international deal? In that case, a good economic support of the potential value transfer or value allocation is of high importance. We independently determine the value of a (part of a) business before and after a restructuring, what the value is of the intellectual property that is subject to transfer, and what the distribution of value is among the multiple business activities.

Valuation and advice for an optimal result

We help you to gain insight into the financial implications of a restructuring with in which we work closely together with your fiscal advisors. For this reason, we are able to support you in thinking broadly and strategically: Value plays an increasingly important role in the fiscal structuring after all. Besides, our solid, independent financial analysis and opinion regarding valuation will help you as well when you will fine-tune with the tax authorities.

This is how we can help

• Independent valuation of intellectual property, complete enterprises or specific operational activities
• Determination of the value allocation for the support of the financial structure of an international deal
• Fine-tuning of the valuation with the tax authorities