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Text Content

 * Advisory Services
   * Accounting Advisory
   * Tax
   * Valuation
   * Private Equity
 * Insights
 * Impact
 * Careers
 * About Us
   * About WM
   * Why WM
   * News & Press
 * Contact Us




VALUATION CLEAR VISIBILITY TO REACH YOUR GOALS

Gain strategic support for all your valuation needs. Partner with
WilliamsMarston experts for valuations related to financial and tax reporting
needs, assistance with various disputes and ensure compliance every step of the
way.


Purchase Price Allocation Asset Impairments Share Based Payments Complex
Financial Instruments Tax Valuation Litigation and Dispute Stark Law PE/VC
Fairness and Solvency Opinions


PURCHASE PRICE ALLOCATION

At WM, our team of experts helps leaders identify fair value acquired assets and
liabilities. This includes assessing any liabilities, such as contingent
consideration and helping estimate appropriate lives of intangible assets for
amortization purposes under financial reporting.


WHAT OUR PURCHASE PRICE ALLOCATION SERVICES CONSIDER

 

Accounting Standards Codification (ASC) Topic 805 and International Financial
Reporting Standards (IFRS) 3 establish the accounting standards for determining
and reporting the assets and liabilities acquired in a business combination for
financial reporting purposes. Internal Revenue Code 197, 167, 338, 1060 and
others describe the recording and accounting for intangible and tangible assets
acquired in a transaction. The financial and tax reporting guidance requires an
acquirer to conduct purchase price allocation — recognizing assets, liabilities
and other items to be measured at the appropriate standard of value (fair value
for financial reporting and fair market value for tax reporting).

ASC 805 provides guidance as to what constitutes an identifiable intangible
asset and presents the typical areas of marketing-related, customer-related,
artistic-related, contract-based and technology-based intangibles. In addition,
financial reporting standards (ASC 805 and IFRS 3) also require the purchase
price be allocated to reporting units (or cash-generating units under IFRS) if
appropriate and that the fair value of the reporting unit be allocated to the
acquired identifiable intangible and tangible assets and liabilities.


INTANGIBLE ASSET AND GOODWILL IMPAIRMENTS

At WilliamsMarston, our valuation professionals are experts in the various
goodwill, intangible and long-lived asset impairment testing required by U.S.
GAAP.

We can support you through all critical considerations, from timing of
impairment and consideration of market inputs to reasonableness of projections
and consistency with prior valuations.


WHAT OUR GOODWILL IMPAIRMENT TESTING SERVICES CONSIDER

 

Accounting Standards Codification (“ASC”) Topic 350 and 360 and International
Accounting Standards (“IAS”) 36 require that the book value of certain tangible
and intangible assets, including goodwill, be tested for impairment. These tests
are required to be performed annually or upon a triggering event.

Goodwill represents the excess of the cost of an acquired entity over the net of
the amounts assigned to assets and liabilities assumed. Post-business
combination, goodwill is allocated to a reporting unit or units. Under ASC
Subtopic 350-20-35-1, goodwill and certain intangibles are not amortized; these
assets must be periodically tested for impairment.





SHARE BASED PAYMENTS / 409A

WilliamsMarston provides valuations for share-based payments for financial and
tax reporting, including grants of stock, options, stock appreciation rights,
hurdle or growth shares and other forms of deferred compensation.

WM’s team of valuation experts also assists management in determining the
compensation expense to record for financial reporting purposes.

We bring a distinctive, pragmatic and realistic approach to our clients. Our
team has performed thousands of valuations for ASC 718/409a purposes across a
breadth of industries and is familiar with the documentation requirements of the
annual audit process.


WHAT OUR TEAM TAKES INTO ACCOUNT

 

Accounting Standards Codification (“ASC”) Topic 718, ASC Topic 505 Subtopic 50,
and International Financial Reporting Standards (“IFRS”) 2 establish accounting
standards for determining and reporting stock-based compensation paid to
employees and non-employees for financial reporting purposes. Internal Revenue
Code §409A (“IRC 409a”) outlines guidance for granting equity-based compensation
and penalties for granting at below fair market value.


COMPLEX FINANCIAL INSTRUMENTS

Decipher and value complex financial instruments based on the fair value
framework outlined in ASC 820. Our specialists have the unique skills and
experience to see you through a vast range of complex securities.

WM is deeply engaged in the valuation of complex debt, equity and derivative
instruments for financial reporting, tax reporting and management planning
purposes.

Our analyses are based on the economics of the underlying security, academic
finance theories including option pricing theory and the Monte Carlo simulation,
including core probabilistic and statistical models from quantitative finance.


THE COMPLEX FINANCIAL INSTRUMENTS WE ANALYZE

 

Here are several types of complex securities where our team of experts can
provide advisory services.

EQUITY INSTRUMENTS

 * Complex capital structures (ASC 718, ASC 480, ASC 815, ASC 320)
 * Tranched preferred (private equity)
 * Rights/obligations to purchase additional preferred shares
 * Warrants on preferred (private equity, ASC 480)
 * Equity based compensation including profit interests (ASC 718)
 * Volatility analysis (ASC 718)

DEBT INSTRUMENTS

 * Synthetic credit rating
 * Straight debt, callable and putable debt, intercompany debt
 * Mezzanine debt
 * Non-performing and fresh start debt
 * Loans, loan portfolios, lines of credit
 * Debt modifications (IRS Sec 249)

HYBRID INSTRUMENTS

 * Convertible debt and convertible preferred
 * Embedded derivatives in convertible debt, convertible preferred, and other
   contingent contracts (ASC 815, EITF 07-5)
 * Debt extinguishments (EITF 96-16, EITF 06-6)
 * Effective interest rate on convertible debt (APB 14-1)

STRUCTURED INSTRUMENTS

 * Auction Rate Securities
 * Asset Backed Securities
 * Mortgage-Backed Securities
 * Collateralized Debt Obligations
 * Other structured instruments







TAX VALUATION

Valuation issues that arise in the tax arena are inherently complex. Our
valuation team has extensive experience performing valuations in accordance with
the regulations and guidance established by the Internal Revenue Service (IRS)
and other taxing authorities around the world. Our team will work
collaboratively with you to ensure you achieve your long-term goals with tax
valuation and other key financial reporting and analysis needs.


OUR TAX VALUATION PORTFOLIO CAPABILITIES

Here are several tax complexities we’ve proven to effectively advise and manage
in the valuation process.

TRANSACTION SERVICES

WM can support a variety of areas, including restructuring and reorganizations,
goodwill and asset allocation, joint venture formation, asset valuations
(§338/1060), golden parachutes/non-compete agreements (§280G), NOL limitations
and built-in gains (§382/384), like-kind exchanges (§1031) and
contribution-in-kind transactions.

TAX PLANNING

Plan for tax obligations related to IP transfers, charitable contributions of
stock (§170), C-Corp to S-Corp conversions (§1374) and estate or gift taxes.

TAX COMPLIANCE

Ensure compliance for common stock valuations for option grants (§409a),
business and asset valuations and ESOPs.

OTHER SERVICES

We support additional issues such as worthless stock deductions (§165),
discharge of indebtedness (§108), valuations of pass-through entities and tax
audit and dispute support.




LITIGATION AND DISPUTE CONSULTING

Gain expert guidance and strategic insights to navigate the complexities of
litigation and disputes. WM’s valuation experts offer comprehensive support from
discovery through post-trial, including identification of the relevant issues,
rigorous financial analysis, assessment of facts and strategic options,
evaluation of the strengths and weakness of positions and expert testimony.


WHERE WE HELP NAVIGATE DISPUTES AND VALUATION CHALLENGES

Here are several ways WilliamsMarston can help provide clarity and help you
achieve positive outcomes for difficult disputes and transactions.

COMMERCIAL LITIGATION

 * Business disputes
 * Contract disputes
 * Dissenting shareholder litigation
 * Purchase price disputes
 * Buy/sell disputes
 * IRS and SEC matters

INTELLECTUAL PROPERTY

 * Patent, copyright and trademark/trade name infringement
 * Accounting for IP litigation settlement agreements
 * Breach of agreement
 * Trade secret misappropriation
 * Royalty rate analyses

BANKRUPTCY

 * Adequate protection
 * Fraudulent conveyances
 * Fresh start accounting
 * Liquidation related asset valuation
 * Preference actions




STARK LAW AND FAIR MARKET VALUE MATTERS


STARK LAW AND FAIR MARKET VALUE MATTERS

Within the healthcare industry, Stark Law, also known as the physician
self-referral law, violations can prove costly and harmful. At the same time,
new transparency regulations have arisen to ensure healthcare pricing remains
consistent with fair market value (FMV). The definition of FMV is:

“The value in an arms-length transaction, consistent with the general market
value of the subject transaction.”

As an expert, independent third party, WilliamsMarston’s valuation team can
readily assist you with your most important financial transactions, including
navigating Stark Law and FMV matters. We have experience advising clients of all
sizes, ranging from small practices to large multi-facility health systems.


PE/VC PORTFOLIO MARKS


PE/VC PORTFOLIO MARKS

WilliamsMarston’s valuation professionals work with all types of alternative
asset managers to develop long-term methods for deriving the fair value of
almost any hard-to-value investment.

Count on us to mobilize an experienced team with appropriate transaction
experience to serve you, offering real-time market information, asset class and
industry-specific expertise.


FAIRNESS AND SOLVENCY OPINIONS


FAIRNESS AND SOLVENCY OPINIONS

When faced with a transaction such as an acquisition, restructuring or
recapitalization, lenders, business partners, investors and board members can
benefit from the information and security that fairness and solvency opinions
provide.

Fairness or solvency opinions offer a crucial external, third-party assessment
to help fiduciaries in assessing proposed transactions.

As a highly qualified, independent valuation firm, the experts at
WilliamsMarston can assist your board of directors in supporting its deal-making
decisions, mitigating risk, withstanding scrutiny and enhancing shareholder
transparency.


FEATURED CASE STUDY


WILLIAMSMARSTON CLEARS THE WAY WITH VALUATIONS SUPPORTING ACCELERATED GROWTH

Find out how WM simplified a $1 billion company’s valuation complexities in
pursuit of rapid expansion and IPO readiness.

Read the Case Study


FEATURED INSIGHTS

Aug 12, 2024


THE FIRST 100 DAYS: 4 KEY CONSIDERATIONS AFTER A PRIVATE EQUITY ACQUISITION

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THE PROMISE OF AUTOMATION IN ACCOUNTING

In a world where we are faced with more data than ever attributable to rapid
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Jul 12, 2024


HOW STRATEGIC FINANCE LEADERS CAN DRIVE BUSINESS SUCCESS

While the CFO role has evolved in recent years, the current economic climate is
firmly demanding that finance leaders serve...

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CONNECT WITH OUR VALUATION LEADERS

Ready for clear guidance and powerful outcomes? Reach out to our Valuation
Services team today.

Meet the Team

Joseph McKneely

Partner – National Valuation Leader

Rob Maxfield

Partner – West Region Valuation Leader

 * Accounting Advisory
 * Tax
 * Valuation
 * Private Equity
 * Insights
 * Impact

 * About Us
 * Why WilliamsMarston
 * Careers
 * News & Press
 * Contact Us

 * 
 * 
 * 

 * Our Locations
   
   BOSTON
   1 Washington Street
   9th Floor
   Boston, MA 02108
   
   NEW YORK
   230 Park Avenue
   3rd Floor
   New York, NY 10169
   
   ATLANTA
   3715 Northside Parkway NW
   Building 400, Suite 550
   Atlanta, GA 30327
   
   DALLAS
   100 Crescent Court
   7th Floor
   Dallas, TX 75201
   
   DENVER
   9250 E. Costilla Avenue
   Suite 130
   Greenwood Village, CO 80112
   
   TUCSON
   1985 East River Road
   Suite 111
   Tucson, AZ 85718
   
   LOS ANGELES
   2100 East Grand Ave.
   Suite 320
   El Segundo, CA 90245
   
   SAN FRANCISCO
   580 California Street
   12th and 16th Floors
   San Francisco, CA 94104

WilliamsMarston is an accounting, tax, valuation and transaction advisory firm
serving pre-IPO, public and private equity-backed companies managing rapid
growth and transformation. WilliamsMarston LLC is not a public accounting firm,
its personnel are not engaged in the practice of public accountancy, nor does
WilliamsMarston LLC perform attest, review or compilation services.

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 * Privacy Policy and Notice at Collection
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 * Site Map

STAY CURRENT WITH OUR LATEST PERSPECTIVES AND INSIGHTS

JOSEPH MCKNEELY

Partner – National Valuation Leader

Joseph brings more than 20 years of valuation advisory experience to
WilliamsMarston. His extensive valuation expertise includes financial reporting
matters such as mergers and acquisitions, purchase price allocations, goodwill
and intangible asset impairments, complex debt and equity instruments, tax
reporting matters such as 409a and intangible asset valuations as well as
litigation matters, solvency and fairness opinions. His broad industry
experience includes technology, retail, biotechnology and pharmaceuticals.

Prior to WilliamsMarston, Joseph was a Partner at Bay Valuation Advisors LLC
(“BVA”) for 7 years. While at BVA, Joseph advised numerous clients ranging from
early-stage venture backed entities to Fortune 100 companies with their complex
financial and tax reporting valuation matters. Prior to BVA, Joseph was a Senior
Manager in Deloitte LLP’s Transactions & Business Analytics group. While at
Deloitte, he served in various capacities including leading the valuation
practice for Deloitte’s Technology Venture Center where he worked with numerous
early-stage companies. Prior to Deloitte, Joseph provided litigation support at
PricewaterhouseCoopers LLP where he assisted companies involved in patent
infringement and purchase price disputes by developing complex economic lost
profits models to estimate damages.

Joseph holds a Master of Science in Finance from Texas A&M University and a
Bachelor of Business Administration degree in Accounting from Texas A&M
University.

ROB MAXFIELD

Partner – West Region Valuation Leader

Rob brings over 25 years of valuation and strategic advisory experience. Prior
to WilliamsMarston, Rob was the President and Managing Partner of Oracle Capital
LLC, a boutique valuation advisory firm, nationally recognized for providing
complex valuation services to publicly-traded and privately-held companies
throughout the country. His particular areas of expertise are the valuation of
closely held businesses, minority and majority business interests, securities,
and intangible assets, pursuant to ASC 805, ASC 350, ASC 606, ASC 718, ASC 842,
ASC 820, international tax planning, restructuring, acquisition, and litigation
purposes. He also has experience providing merger & acquisition advisory,
strategic advisory and fairness opinions to clients ranging from small
businesses to Fortune 100 companies.

Prior to Oracle Capital, Mr. Maxfield spent approximately 10 years in the
Transaction Advisory Services group at EY LLP working in both the Los Angeles
and Chicago offices. He headed up the Midwest Region SFAS 141 and SFAS 142 (now
ASC 805 and ASC 350) valuation practice at EY and served as the Midwest Region
SAS 73/101 Review Leader (review of other firms’ valuation analyses). Rob also
served on the EY National Life Science team and the EY National IPR&D team.

Mr. Maxfield holds a Masters in Business Administration, with Honors, from the
University of Chicago Graduate School of Business. He also holds a Bachelor of
Science in Business Administration from the University of Southern California.

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