Business Valuations

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The IVCi team is experienced in determining the value of business interests in a wide variety of business and regulatory contexts, including: 

· Tax legislation for corporate reorganizations, income tax planning, filings and compliance, tax disputes, intellectual property migration. 

· Legal and regulatory requirements for corporate/commercial disputes, shareholder oppression disputes, second opinions and critiques of third-party valuation reports and expropriations. 

· Business law functions in the area of succession/estate planning, drafting shareholders’ agreements, establishing management/employee remuneration and business modelling. 

· Debt and equity markets analysis for corporate reorganizations, acquisitions/divestitures, evaluation of financing alternatives and fairness opinions. 

· Financial Reporting for purchase price allocations, intangible asset and goodwill impairment, fair value determinations of stock options and warrants, and establishing the fair value of non-arm’s length debt. 

Our valuation mandates are approached in a thoughtful and efficient manner and reflect our team’s extensive experience with companies operating in the following industries: 

· Life science valuations involving both early-stage private companies and publicly-traded multinationals to value intangible assets such as patents, trademarks, formulae, licenses and product and corporate brands. 

· Technology, media and telecommunications mandates including the reconciliation of public trading price and fair market value, capital loss determinations, non-arm’s length debt issues, synthetic rating analysis and stakeholder disputes involving proprietary intangibles. 

· Manufacturing and consumer products arm’s length pricing determinations relating to business operations, trademarks, corporate brands and know-how. 

· Mining and resources stock price analysis of public market price and intrinsic economic value issues relating to both traditional and renewable resource industry operations, acquisition pricing analysis for resource exploration and mining maintenance businesses. 

· Real estate valuations and purchase price allocations for the establishment of tax basis, reconciliation of public market trading prices with appraisals, embedded tax issues and discount considerations related to liquidity and overall portfolio attributes. 

· Professional services acquisition pricing analysis in relation to engineering businesses, offices of pharmacies and professional services.

Additionally, IVCi professionals have been retained in the private company markets to provide valuation expertise for a broad range of corporate entities and assets. These include customs brokerage businesses; freight forwarding and logistics companies; industrial electronics manufacturers, injection molding and automotive parts businesses; medical and pharmaceutical research businesses; professional services businesses including those in the health-care and wealth management industries; internet service and media businesses; specialty retail operations; and numerous hospitality industry franchise valuation analyses including premium-casual and quick service restaurants as well as luxury resort and basic lodging hotels.

Valuation of intellectual property requires in-depth understanding of the asset with respect to the specific business, economy, industry and related operational assets. The valuation of intellectual property assets is required for a variety of purposes including: establishing the tax basis for transactions, establishing collateral for financing, business combinations and impairment testing, litigation, transaction analysis including licensing, intellectual property migration, transfer pricing and related tax planning. 

IVCi specializes in providing valuations of intellectual property, including:

• Technology and Software 
• Trademarks, Trade Dress and Know-How 
• Product and Corporate Brands 
• Customer and Distribution Relationships 
• Licensing and Service Agreements 
• Non-Competition Agreements 
• Franchise Rights 

IVCi professionals have significant experience completing comprehensive valuations of intellectual property assets, including: 

• Product and corporate brands for a variety of retail and manufacturing businesses;  
• Patented compounds and formulations for generic and branded pharmaceuticals; 
• Patents and proprietary technology for medical device imaging businesses; 
• Internally developed laboratory management software for clinical trials analysis; 
• In-process R&D and patents for early-stage biotechnology companies; 
• Brand and related intangibles for international hospitality industry operations;  
• Power purchase agreements in renewable and traditional energy sectors; and 
• Software and database assets intrinsic to customer loyalty programs. 

At IVCi we have developed particular expertise in intellectual property migrations. These assignments involve carefully addressing issues related to the economic life of the acquired intellectual property, navigating multi-jurisdictional corporate tax regimes and coordination with overall transfer pricing considerations. Our comprehensive and detailed analysis is internally consistent with a company’s other operational assets and businesses and reflects up-to-date compliance standards that effectively withstand the scrutiny of auditors and multi-jurisdictional taxation authorities. 

 Companies with enterprises in multiple jurisdictions are required by their local tax authorities to prepare documentation to support related party transactions. Failure to comply with documentation requirements can result in significant adjustments and penalties. At IVCi we have extensive experience in preparing transfer pricing studies for Canadian and U.S. tax authorities for related party transactions, including: 

· Management Services Fees 

· Interest Rates on Non-Arm’s Length Debt 

· Comparable, Benchmarking and Scenario Analysis 

· Royalty Rate and Licensing Structures 

· Intellectual Property Analysis 

Representative engagements include transfer pricing analysis and CRA Audit responses for private-company secured and unsecured debt including the determination of synthetic debt ratings and consideration of company-specific restrictions such as structural subordination and borrowing covenants. In addition, we have experience with transfer pricing documentation and management fee analysis for publicly-traded companies with unique functional and operational profiles.

IVCi has prepared detailed support for non-arm’s length charges relating to operational and strategic management, including detailed benchmarking against comparable companies and corroborating profitability and returns based analysis. We have prepared wide-ranging procedural filings and responses to CRA Competent Authority and provided extensive assistance to Canadian and U.S. tax counsels concerning negotiations, supporting documentation and supplemental research as required by the Canada Revenue Agency and the Internal Revenue Service under the Mutual Agreement Procedure and in relation to the establishment of Advanced Pricing Agreements.

Our tax valuation professionals have more than 50 years of combined work experience screening, critiquing, analyzing and managing the Toronto Regional Valuations Section of the Canada Revenue Agency. Subsequently, they have been responsible for managing and effectively resolving large and complex tax valuations and tax valuation disputes for multinational professional services firms and clients of IVCi. 

Our experience uniquely positions us to provide our clients with effective and timely analysis and documentation to efficiently manage tax-related valuations, tax dispute resolution services and litigation support.

Our clients include both private and public companies across a variety of industries involving determinations of fair market value as required under the Income Tax Act, including:

· Rollovers, Corporate Reorganizations and IP Migration Transactions 

· Interest Rate Determinations on Non-Arm’s Length Debt 

· Employee Stock Option and Restricted Share Agreements 

· Estate and Succession Planning Analysis 

· Reviews, Critiques and Responses to CRA Valuation Reports, Queries and Proposals 

· CRA Negotiations and Independent Expert Assistance to Tax Counsel 

Our valuation opinions and analyses are timely, well-reasoned, cost-effective and provide our clients with the advantage of considerable experience within CRA as well as significant experience with corporate tax planning and CRA dispute related engagements.

IVCi’s professionals have extensive experience in dealing with CRA’s Large File and Aggressive Tax Planning Sections, drafting Notices of Objection and marshaling arguments and documentation for CRA Appeals. We have been successful in amending and vacating many of our clients’ reassessments.

We maintain working relationships with several of Canada’s leading law firms as well as U.S. based regional and national firms and have provided assistance in all valuation related aspects of corporate tax planning and tax dispute processes.