Determining the value of an ownership interest in a closely-held business or the value of intellectual property requires a blend of art and science, the empirical and the subjective. Valuation requires a keen understanding of accounting, finance, and economics and that is why everyone at Cogence Group holds an advanced degree or professional designation that fits squarely with the discipline. We have been performing business valuations since the 80’s, longer than almost everyone else in Portland, Oregon. Our clients are business owners, attorneys, CPAs, and other trusted advisors. Our valuations are used for litigation, estate and gift tax reporting, shareholder buy-out/in, stock option plans, corporate planning, and transactional purposes.
The cornerstone of Cogence Group’s business since its founding has been valuing closely-held companies. Our people hold the most recognized professional business valuation designations in the industry and possess the training, experience, and education to value almost any business. Whether you need a business valued for litigation, corporate planning, or transactional purposes, Cogence Group is ready to assist.
Succession and Corporate Planning
Most owners of closely-held businesses have the vast majority of their wealth in the business. It is simply their most valuable asset. Most owners do not know how to unlock the value of their business. Whether the plan is to sell the business or pass it on to the next generation, Cogence Group can help owners facilitate the transition. If the plan is to eventually sell, our expertise in understanding value drivers can provide critical insights to maximize value in a future transaction.
Real Estate Holding Entities
There are numerous complexities when valuing an entity that holds real property as its primary asset. From tiered discounts to fractional interests in undivided real property. Most appraisers don’t have the experience Cogence has in these more complex assignments. Since Cogence Group has analyzed and valued everything from single asset LLCs to complex multi-tiered corporate structures, we know how to get the job done, and done well.
Estate and Gift Tax
Estate Tax Return – When a person dies holding shares in a closely-held business, the estate must file an Estate Tax form 706 with the Internal Revenue Service. This is where we come in. The attorney or personal representation of the estate will hire Cogence Group to determine the fair market value of the shares at the time of death. We have been carrying out valuations for tax purposes for over 20 years. We know what the IRS is looking for in a tax related valuation, and because we keep up on the latest technical and tax court developments, we are able to put together the most defensible valuations for you or your client.
Gift Tax Return – A common estate and succession planning strategy are to gift shares of a privately-held business from one generation to the next. When the gifting occurs, a valuation of the gifted shares must also take place. We are hired by both attorneys and business owners to conduct this important work. There are several critical factors that need to be considered in determining the value of a gifted interest and Cogence Group has more than 20 years experience preparing valuations for tax purposes. Additionally, Cogence Group’s principals have extensive testimony experience, so in the off chance that a valuation is challenged by the IRS, you can rest assured we are prepared to defend our opinions in front of the tax court.
A buy-sell agreement is a governing document that attempts to define how equity in a privately-held business should be valued in a buy-in or sell-out. It has been our experience that over the past 10 years disputes involving buy-sell agreements has risen sharply. The vast majority of these disputes stem from what we call ‘generalist language’ in the agreements that poorly define the valuation terms and/or techniques to be employed in determining value. Whether you (or your client) are already in a dispute regarding a buy-sell agreement or you want a review of an existing agreement or you are in the process of drafting a buy-sell, Cogence Group has the expertise to accomplish the task.
Bankruptcy and Solvency Opinions
Cogence Group has the expertise required to opine on the solvency of a corporation applying the two commonly understood financial tests. We also have testimony experience in the area of fraudulent conveyance and the application of the Altman Z score analysis. We do not do turnaround work but with our business and accounting background, we can help business owners understand the fundamentals of their business that may be going wrong.
The valuation of intellectual property presents unique challenges that, to maneuver properly, requires a proficient understanding of economics, accounting, finance, and valuation theory. Cogence Group has valued a wide array of intellectual property from technology patents to trademarks and trade names. Whether it is in the context of litigation, a proposed transaction, or goodwill impairment testing, Cogence Group has the skill set required to properly measure the value of the intellectual property at issue.
Family Law and Divorce
Cogence Group has often provided valuation and dispute-related services related to the marital estate for the past 20 years. Our services related to family law have included the valuation of closely-held companies, personal and professional goodwill, stock options and other forms of deferred compensation, employment contracts and non-compete agreements. We can structure our work with the attorneys for the parties to efficiently and cost-effectively estimate the value of the closely-held business for settlement purposes. We can also act as the jointly-engaged valuation expert to further help minimize cost.