Valuation for transaction, financial reporting and tax purposes

Ensuring the fairness of valuation procedure is one of key corporate governance issues in business combination and reporganization cases in Japan where not just the fairness of transactions but also the protection of investors is required under the current regulatory and market environment. While the macroeconomic, market, and regulatory environment is always changing and the business models are updated to become more and more complex, we believe that the independent valuation experts with high level of expertise can play an important role to assist the communication among companies, investors, and other stakeholders. Alpha Financial Experts is Japan’s premier independent valuation firm providing the valuation services not just for general transaction, accounting, tax purposes but also for special purposes related to dispute resolution and other complex cases.

  • Equity stock valuation for business combination and other transaction purposes – Valuation reports/fairness opinion for sell side and buy side entities and minority investors, second opinion report, or review of counterparty valuation, etc.
  • Valuation for financial reporting and tax purposes – Valuation of non-listed stock and other financial products and assets for financial reporting, accounting and tax audit, etc.
  • Intangibles valuation – Valuation of intangible asses such as patents and other intellectual properties for transaction, licensing, and purchase price allocation (PPA) purposes (see also our Intellectual Property Services)
  • Derivatives and class share valuation – Valuation of derivatives and option products using Monte-carlo simulation and lattice models, stock options, and class shares such as preferred shares issued by start-up companies

Valuation services for dispute resolution

When fair value of stock is in dispute, parties’ arguments on value often significantly deviate. In many cases such as appraisal petition procedures by squeezed-out shareholders or shareholders of restricted shares, or private negotiation on transaction of shares among joint-venture partners, valuation experts are retained by parties or court but their valuation opinions are exposed to critique from other side parties or the court on various issues including assumptions, procedures, methodologies, and inputs. This requires experts to establish the robust valuation framework to withstand the criticism while making it easily understandable and persuasive to the court. Our experts have experience of serving as expert for valuing ordinary and class shares, complex derivative products, etc. in number of appraisal dispute and arbitration cases.

Our experts’ case examples

  • Expert reports in various stock purchase price determination procedures under the Company Act, including Intelligence, Tecmo, and Toho Real Estate cases
  • Expert report on fair value of stock of a resort operation company in price determination procedure, retained by the Sapporo High Court
  • Expert consulting work on the fair value of shares invested by a government-owned financial institution in a procedure at the Tokyo District Court
  • Expert advisory to the management of a Japanese machinery manufacturer in its negotiation of share purchase from its overseas joint-venture partner
  • Expert report on the value of class shares issued by an European investment bank in a procedure at the Tokyo District Court
  • Expert advisory work for a government-owned financial institution in its negotiation with the overseas joint-venture partner
  • Expert report on the fair value of a foreign exchange derivative product sold by an European security firm in a litigation at the Tokyo District Court