Services

Valuation

There are a variety of reasons for determining the value of a company.
These range from the classic transaction business involving the buying and selling of companies and restructuring processes through to succession planning, which is of key importance for family businesses in particular. Valuations are often associated with fundamental decisions that have long-term effects and strategic implications. They open up opportunities, but also harbour risks. To make the right decisions, it is necessary to remain cool-headed and keep things in perspective so that it is clear what is important on the particular occasion.

For more detailed information, please go to kleeberg-valuation.de

Advisory approach

Valuation issues are among the most difficult business management topics. A comprehensive valuation of your company requires both generalists and specialists. That is why we draw on expertise from the areas of Tax, Audit, Legal and Advisory, depending on the particular valuation issue. Our experienced valuation team consolidates the findings from all the specialist areas and supports you in all strategic issues and decision-making. Our work is always function-related. This means that we advise you on the determination of decision values, act both as neutral experts for purposes of argumentation and as mediators in conflict situations.

Quality assurance

The above-average professional qualifications and years of experience of our valuation team are the best guarantee for top quality performance in this area. Our valuation team consists of members with many years of experience as court-appointed experts, independent experts and party experts. Our expertise is independent of sector and size category and ranges from small and medium-sized businesses to international and listed corporate groups. As regards quality assurance, the QM systems, which we have implemented in each of our service areas, are applied.

Range of services

When drawing up or auditing annual financial statements according to German commercial law, participations must be subjected to an impairment test on a regular basis. According to IDW RS HFA 10, a “small” business valuation is required for this purpose.

  • We carry this out in line with the legal form on the basis of financial models customary in the sector (capitalised earnings value/DCF method), taking into account the specifics of the respective sector.
  • You quickly and reliably obtain certainty about the impact on the balance sheet (effects on the net income for the year, equity ratio, payout volume, etc.).
  • We provide tailored advice on the valuation of intangible assets such as trademarks, customer base and customer lists, film rights, software and patents.
  • We support you in determining appropriate valuation methods based on the reason for the respective valuation.
  • Of course, we take into account the requirements of relevant standards such as IDW S 5, insofar as these are authoritative or their application makes sense in the particular circumstances.
  • We provide support for the analysis and ongoing monitoring of investment and financing decisions in the course of integrated, forward-looking corporate planning.
  • This includes both ongoing decision-making such as on rationalisations and restructurings as well as on corporate transactions and corporate acquisitions.
  • Of key importance in this context is the uniform mapping of all relevant information to increase confidence in your decision-making and the assessment of valuation issues.
  • In doing so, we always keep your company goals in mind and support you in structuring your data analysis and data projection in such a way that it develops the informative value you want and need.

The main starting point for any business valuation is a coherent valuation model in which the individual assumptions and sub-plans are consistent and free of contradictions.

  • We support you in the assessment of existing business valuations and/or those yet to be carried out and analyse the existing models for plausibility.
  • In this regard, we assess existing planning calculations for you based on IDW Practice Note 2/2017 for material and formal plausibility.
  • A model review by us provides you with the assurance that a review has been carried out by a third party who can provide an independent assessment of existing (integrated) planning models or evaluation models from a neutral perspective.
  • The reasons for a due diligence are manifold; for example, such an audit is carried out in the event of
    • the admission of new shareholders
    • a capital increase
    • the purchase or sale of a company
  • Depending on the reason for the due diligence, the focus might be placed on different objectives besides gaining a general overview of the economic, legal and organisational positioning and structuring of a company.
  • We provide a detailed analysis that strikes the difficult balance between considering all relevant information and focusing on essential aspects.
  • We also assist you in interpreting the results. You can count on our employees having extensive sector-specific knowledge and experience.

An evaluation of the inheritance tax pursuant to Section 12 (1) of the German Inheritance Tax Act (ErbStG) is based on the provisions of the German Valuation Act (BewG), which – unless otherwise prescribed – stipulates that the presumed fair value is to serve as the basis of assessment (Section 9 BewG). In order to determine the value of shares in a private limited company (GmbH) or in unlisted public limited companies (AG) and the business assets of partnerships, the presumed fair value is derived from the expected earnings in the absence of a stock market price.

  • The taxpayer has the option of determining the enterprise value according to IDW S 1 (capitalised earnings value/DCF method) or according to the “simplified capitalised earnings value method” of Sections 199 ff. BewG.
  • In order to achieve the lowest possible tax burden for our client, we analyse the most advantageous method in each case.

Fairness opinions are professional evaluations on the outcome of a decision-making process, particularly on whether a transaction price is adequate in a particular corporate initiative; they thus provide assurance and documentation of fair and demonstrably justified values for the annual financial statements, the general meeting or shareholders’ meeting and for the tax authorities.

  • We support you by preparing fairness opinions with informative value for assurance and documentation purposes.
  • To this end, we draw on our many years of experience in valuations and in the transaction business.
  • We conduct our business free from conflicts of interest and in compliance with the necessary independence requirements.
  • Combining our expertise from our different service areas allows us to provide an informed opinion on the particular decision-making process.
  • Our fairness opinions naturally take into account the specifics of each sector and legal form.
  • For more information on how we can support you with fairness opinions, see our → Flyer on fairness opinions.

The need for an expert valuation might be based on a statutory requirement or on private law.

While on the one hand accounting regulations or valuations in connection with tax restructurings may require extensive valuation reports, on the other hand planned corporate transactions are another reason why such reports are prepared.

The involvement of external experts ensures objective confirmation of a subjective decision-making process.

While subjective elements can never be completely ruled out in a business decision for or against a transaction or a structure, it is advantageous both for the objectivity of the decision-making process, for example vis-à-vis supervisory bodies or business owners as well as in accounting and a tax returns, to obtain an objective assessment from a third-party expert on the determination of a value on the basis of the existing regulatory framework.

  • As a neutral expert, we determine appropriate and comprehensible enterprise values based on our comprehensive theoretical knowledge of valuations backed by years of experience and document these in corresponding expert reports in accordance with your requirements.
  • Expert reports also serve to determine the value in arbitration proceedings or in other disputes governed by civil or corporate law.

In the case of a company acquisition – regardless of whether it is a share deal or an asset deal – the purchase price paid frequently exceeds the difference between the carrying amounts of the target company’s assets and liabilities recognised in the balance sheet.

The key challenge after the acquisition is therefore to identify the assets and their respective fair values that were the subject of the transaction.

  • We support you in the purchase price allocation – whether this is for determining and updating the acquisition values in an asset deal or for distributing the hidden reserves and encumbrances in consolidated accounting.
  • Our objective is to correctly reflect the transaction in the balance sheet and to correctly and comprehensibly allocate the price to the identifiable assets and liabilities of the investment or target company in order to (possibly) determine the amount of goodwill.
  • We advise you on special issues relating to specific company transactions – be this a sale, an acquisition, a merger or a planned stock exchange listing.
  • We support you in all matters relating to company acquisitions. In the case of measures under stock corporation and transformation law, objectified enterprise values serve to determine exchange ratios or compensation payments.
  • Prices based on business valuations are also negotiated and agreed when buying or selling a company or a company division.
  • Tax-motivated transactions such as relocations of functions are also crucially influenced by the measurement of the appropriate consideration through transaction-related valuations. Together with you, we determine a fair value or reasonable price and how advantageous a transaction is through an analysis of your strategic value drivers and synergies as well as through sensitivity and marginal price analyses.
  • We are guided by your ideas and needs and, if necessary, also show alternatives so that your goals are achieved.

Changes in the ownership structure often make a revaluation of the company necessary – for example, when a company is sold in whole or in part or when shareholders join or withdraw. Various procedures come into question for this.

  • Together with you, Kleeberg carries out comprehensive business valuations.
  • With the aid of the valuation method best suited to the individual task, we determine the value of the client or target company in the context of corporate transactions.
  • Due to our efficient approach, we create the necessary information basis within a reasonable period of time and rapidly achieve appropriate and reliable results.
  • In business valuations, we naturally take into account the special features of the respective sector and legal form.

At the level of the consolidated financial statements, a company acquisition is regularly associated with initial consolidation, for the purpose of which it is necessary to first carry out a purchase price allocation (allocation of the purchase price to the acquired assets and liabilities).

IDW RS HFA 40 is to be used for companies that prepare their consolidated financial statements on the basis of international accounting standards.

The accounting standard addresses both the presentation of the company acquisition in the (consolidated) balance sheet and the impairment test of goodwill resulting from initial consolidation.

  • Based on this, we carry out the corresponding purchase price allocations for you and then also the required impairment tests.
  • You quickly and reliably obtain certainty about the impact of the company acquisition on the consolidated balance sheet and the consequences of any impairment requirement for your company.

In connection with capital increases through non-cash contributions, e.g. of a shareholding or a receivable, an audit of the shareholder value of the corresponding non-cash contribution by an auditor is generally required in order to ensure that the value of the non-cash contribution is at least equal to the value of the shares to be issued for this purpose (shares).

Depending on the specific form of the non-cash contribution, a business valuation of the companies to be contributed as non-cash contribution is often necessary in the case of complex structures, as otherwise the required shareholder value cannot be adequately assessed.

  • Our team carries out the necessary valuation steps for you and, as court-appointed auditor, prepares the required shareholder value report.

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