The partners at DSW Bridge Houghton Forensic have extensive knowledge of corporate transactions and are very familiar with the disputes that arise leading up to, and subsequent to, mergers and acquisitions.
Pre-transaction, we are able to provide clarity in the formulation of sale and purchase documentation. Post-transaction we act as single appointed expert, shadow expert or expert determiner in the determination of completion accounts, to assess the financial impact of warranty breaches or claims under warranty provisions.
Our Corporate expertise includes:
- Share valuation in relation to minority acquisitions and share issues.
- Intangible asset valuation.
- Assistance with drafting of key clauses within sale and purchase documentation, including the correct application of UK Generally Accepted Accounting Principles (“GAAP”), the preparation of completion accounts and earn out formulation.
- Acting as party appointed expert, shadow expert or expert determiner in relation to disputes regarding completion accounts, warranty claims and earn out calculations.
- Advice on financial exposure in relation to breach of warranty.
In addition to our contentious corporate / valuation work, we also provide non-contentious corporate / valuation services to businesses, accountancy firms and private equity professionals.
These services include:
- Independent review of transactions.
- Independent valuations for statutory audit purposes.
- Independent valuations for tax/probate purposes.
- Independent valuations ahead of external (debt or equity) funding rounds, including potential stock exchange listings.
- Goodwill valuation in relation to the incorporation of partnerships and sole traders.
- Share issue and rights issue pricing.
- Establishing fair value in relation to dilution in respect of second or third round funding.
- Providing independent assessments of secondary buyout proposals.
- Minority acquisition valuation support.
- Issue of employment related securities.
- Establishing an independent fair value in relation to management change.
- Compliance with articles regarding share valuation.
- Compliance with accounting standards:
- SFAS 141 allocation of purchase price
- SFAS 142 / FRS 11 impairment of goodwill.