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When making important decisions in corporate strategy, objective valuation backed by rich business experience is essential.
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BVCJ provides full range valuation services in the following areas:
* Negotiation and explanation on M&A pricing
* Corporate restructuring
* Issuance of new shares to third party, stock acquisition rights, and corporate bonds with warrants
* Sale of non-performing and sub-performing loans
* Valuation of intangible assets and Purchase Price Allocation (SFAS 141 & 142)
* Stock option
* ESOPs (Employee Stock Ownership Plans)
* Buy Sell Agreements
* IPO (Initial Public Offering)
* MBO (Management Buy Out)
* Certification of contribution in kind (in a form of other than money) in accordance with Japanese Company Law
* Litigation support (Shareholder disputes and divorce settlements)
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Standards of value applied in business valuation |
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Fair Market Value
Fair Market Value is defined as the price at which the property would change hands between a willing buyer and seller, both parties having reasonable knowledge of relevant facts and the market for such property.
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Fair Value
Shareholders who disagree with important management decisions, such as mergers, have the right to request the company buy back their shares. The price at which the company purchases the shares is defined as Fair Value in accordance with Japanese Company Law.
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Investment Value
Investment value is the value to a particular investor, reflecting the particular and specific attributes of the investor, including synergistic effects, restructuring of the target, and sharing overhead.
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Fundamental Value (Intrinsic Value)
Intrinsic value or fundamental value is based on fundamental analyses of companies, particularly publicly traded companies. Intrinsic value is defined as the true or real worth of an item, based on an evaluation of available facts, especially by security analysts, and used as a benchmark to judge current market price.
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Valuation of Stock Acquisition Rights, Classified Stock and Stock Option |
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Valuation of Stock Acquisition Rights and Classified Stock (including advise on designing issuance terms)
Since the Company Law came into effect, utilization of Stock Acquisition Rights or classified stock is rapidly progressing. Stock Acquisition Rights are the rights to subscribe to the company's stock according to agreed terms (when and what kinds of stocks can be subscribed to at what prices). When valuating Stock Acquisition Rights, an option pricing model, such as Black-Scholes or Binomial, is used. Classified stock has many variations including nonvoting stock, dividend preferred stock, and preferred stock with conversion rights to common stock. An optimum valuation model needs to be formulated by analyzing the characteristics of the classified stock.
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Stock Option (SO) Valuation (Support on issuance of fair market SO or favorable SO, and expressing an opinion on the qualified SO for tax purposes)
In fiscal 2006, reporting stock option costs became mandatory. Depending on SO terms, stock options could greatly impact profit and loss statements, possibly reducing profit. We valuate stock options and provide strategic advise to tailor SO to meet client objectives.
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Appraisal, comprehensive valuation
Appraisals or comprehensive valuations are provided when valuation analysts complete all procedures that analysts deem relevant to the valuation. Since these reports are based on SWOT analysis, we can offer advice to enhance the corporate value, if requested.
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Fairness opinion
Independent fairness opinions are issued to support decision making by boards of directors on M&A, stock exchange and MBO, and other matters.
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Limited valuation
A limited valuation is when valuation analysts do not conduct all the procedures necessary for an appraisal. This is considered to be a valuation based on agreed upon procedures disclosed only to the client.
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Calculation
A calculation is the simplest way to provide an approximate indication of value, based on the limited procedures agreed upon by appraiser and client.
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Litigation Support
Litigation support includes reviewing other appraisals, second opinions on other reports, and expert testimony.
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