A Leading Provider of Independent Business Valuations for Technology Companies

The Brenner Group® is one of the country's primary business valuations firms supporting companies' compliance with:

• IRC 409A Regulations
• ASC 718 / FAS123R Stock Compensation
• IRC 2701 and 2702 Gift Tax
• ASC 805 / FAS141R Business Combinations
• ASC 350 / FAS142 Goodwill and Other Intangibles
• ASC 815 / FAS 133 Derivatives and Financial Instruments

Our specialty is valuing technology businesses and technology-centric assets. To determine value, our professionals analyze each client's business and financial plans, history, projections, and comparable companies and transactions. We have been engaged by more than 400 clients to value securities for tax, financial reporting, business combinations, and litigation purposes.

Tax valuation and IRC 409A

Under IRC 409A, privately owned companies are required to establish that stock options are not being issued below fair market value at the time granted—a potential tax liability for both the company and the employee. Companies either considering or currently issuing stock options to employees should consider an independent IRC 409A valuation—no less frequently than once every 12 months or more frequently if the Board believes there has been a positive change in the business which could result in an increase in the implied market value of the security subject to the option (generally common or preferred stock).

Financial reporting valuation and SFAS 123R

The FASB ASC 718 [previously SFAS No. 123(R)] mandates that affected companies must expense stock options and other forms of equity based employee compensation. Among other things, they must provide the basis for the value of the equity (often an independent valuation), track all equity compensation activity, calculate fair value, and adjust employee income tax deductions. Depending on the number of employees receiving awards, the frequency of grants, and the variability of the terms, ongoing administration and compliance can pose a significant burden. The Brenner Group has in-depth expertise in determining the underlying security's value as well as performing the ASC 718 calculations and is poised to help Silicon Valley clients properly expense their option charges.

Estate and gift taxes

We assist taxpayers and their advisors with planning for optimum treatment of estate and gift taxes. Our gift and estate tax-related services include business enterprise valuations, capital stock valuations, tangible-asset valuations and intangible-asset valuations. We maintain compliance with leading gift tax codes, notably IRC 2701 and 2702. We can also provide retrospective studies to establish the tax effect of divestitures, together with audit support and testimony. We are skilled in determining appropriate minority and marketability discounts for partial stock interests, insuring accurate valuation of the interests.

Business combinations, purchase price allocation & goodwill impairment

FASB ASC 805 (previously SFAS 141R) specifies that the accounting for an acquisition must identify the fair value of all assets acquired and liabilities assumed as of their acquisition date. FASB ASC 350 (previously SFAS 142) requires companies to use a two-step process to measure the impairment of goodwill. Independent valuations for purchase price allocation insure compliance with these FASB rules when you acquire a business or assets.

Valuation of derivatives

ASC 815 (formerly FAS 133), Accounting for Derivative Instruments and Hedging Activities, provides guidance on the specific accounting treatment of a multitude of derivative instruments, including convertible debt or warrants. The valuation of these derivative instruments can be complex and often requires advanced valuation techniques to calculate their embedded features. The Brenner Group has experience in the modeling of complex securities and can provide an independent valuation in support of financial reporting requirements.

Litigation support valuation

Our valuation professionals have extensive experience in litigation support engagements. The scope of our engagements includes developing and providing direct testimony before state and circuit courts, as well as the United States Bankruptcy Court and arbitrators, regarding financial valuation matters, such as going concern values, corporate equity values, solvency, intangible-asset values, and valuation methodology. The Brenner Group's professionals combine theoretical and academically supportable financial analyses with demonstrable transactional experience to reach appropriate, supportable, and credible financial solutions to difficult business issues.

When facing disputes that may lead to litigation or dealing with complex business matters, attorneys rely on our consultative and professional services to clarify facts, quantify damages, and communicate findings in a clear, objective, and persuasive manner.