At WM, our team of experts helps leaders identify fair value acquired assets and liabilities. This includes assessing any liabilities, such as contingent consideration and helping estimate appropriate lives of intangible assets for amortization purposes under financial reporting.

What Our Purchase Price Allocation Services Consider


Accounting Standards Codification (ASC) Topic 805 and International Financial Reporting Standards (IFRS) 3 establish the accounting standards for determining and reporting the assets and liabilities acquired in a business combination for financial reporting purposes. Internal Revenue Code 197, 167, 338, 1060 and others describe the recording and accounting for intangible and tangible assets acquired in a transaction. The financial and tax reporting guidance requires an acquirer to conduct purchase price allocation — recognizing assets, liabilities and other items to be measured at the appropriate standard of value (fair value for financial reporting and fair market value for tax reporting).

ASC 805 provides guidance as to what constitutes an identifiable intangible asset and presents the typical areas of marketing-related, customer-related, artistic-related, contract-based and technology-based intangibles. In addition, financial reporting standards (ASC 805 and IFRS 3) also require the purchase price be allocated to reporting units (or cash-generating units under IFRS) if appropriate and that the fair value of the reporting unit be allocated to the acquired identifiable intangible and tangible assets and liabilities.


At WilliamsMarston, our valuation professionals are experts in the various goodwill, intangible and long-lived asset impairment testing required by U.S. GAAP.

We can support you through all critical considerations, from timing of impairment and consideration of market inputs to reasonableness of projections and consistency with prior valuations.

What Our Goodwill Impairment Testing Services Consider


Accounting Standards Codification (“ASC”) Topic 350 and 360 and International Accounting Standards (“IAS”) 36 require that the book value of certain tangible and intangible assets, including goodwill, be tested for impairment. These tests are required to be performed annually or upon a triggering event.

Goodwill represents the excess of the cost of an acquired entity over the net of the amounts assigned to assets and liabilities assumed. Post-business combination, goodwill is allocated to a reporting unit or units. Under ASC Subtopic 350-20-35-1, goodwill and certain intangibles are not amortized; these assets must be periodically tested for impairment.


WilliamsMarston provides valuations for share-based payments for financial and tax reporting, including grants of stock, options, stock appreciation rights, hurdle or growth shares and other forms of deferred compensation.

WM’s team of valuation experts also assists management in determining the compensation expense to record for financial reporting purposes.

We bring a distinctive, pragmatic and realistic approach to our clients. Our team has performed thousands of valuations for ASC 718/409a purposes across a breadth of industries and is familiar with the documentation requirements of the annual audit process.

What Our Team Takes Into Account


Accounting Standards Codification (“ASC”) Topic 718, ASC Topic 505 Subtopic 50, and International Financial Reporting Standards (“IFRS”) 2 establish accounting standards for determining and reporting stock-based compensation paid to employees and non-employees for financial reporting purposes. Internal Revenue Code §409A (“IRC 409a”) outlines guidance for granting equity-based compensation and penalties for granting at below fair market value.


Decipher and value complex financial instruments based on the fair value framework outlined in ASC 820. Our specialists have the unique skills and experience to see you through a vast range of complex securities.

WM is deeply engaged in the valuation of complex debt, equity and derivative instruments for financial reporting, tax reporting and management planning purposes.

Our analyses are based on the economics of the underlying security, academic finance theories including option pricing theory and the Monte Carlo simulation, including core probabilistic and statistical models from quantitative finance.

The Complex Financial Instruments We Analyze


Here are several types of complex securities where our team of experts can provide advisory services.

Equity Instruments

  • Complex capital structures (ASC 718, ASC 480, ASC 815, ASC 320)
  • Tranched preferred (private equity)
  • Rights/obligations to purchase additional preferred shares
  • Warrants on preferred (private equity, ASC 480)
  • Equity based compensation including profit interests (ASC 718)
  • Volatility analysis (ASC 718)

Debt Instruments

  • Synthetic credit rating
  • Straight debt, callable and putable debt, intercompany debt
  • Mezzanine debt
  • Non-performing and fresh start debt
  • Loans, loan portfolios, lines of credit
  • Debt modifications (IRS Sec 249)

Hybrid Instruments

  • Convertible debt and convertible preferred
  • Embedded derivatives in convertible debt, convertible preferred, and other contingent contracts (ASC 815, EITF 07-5)
  • Debt extinguishments (EITF 96-16, EITF 06-6)
  • Effective interest rate on convertible debt (APB 14-1)

Structured Instruments

  • Auction Rate Securities
  • Asset Backed Securities
  • Mortgage-Backed Securities
  • Collateralized Debt Obligations
  • Other structured instruments


Valuation issues that arise in the tax arena are inherently complex. Our valuation team has extensive experience performing valuations in accordance with the regulations and guidance established by the Internal Revenue Service (IRS) and other taxing authorities around the world. Our team will work collaboratively with you to ensure you achieve your long-term goals with tax valuation and other key financial reporting and analysis needs.

Our Tax Valuation Portfolio Capabilities

Here are several tax complexities we’ve proven to effectively advise and manage in the valuation process.

Transaction Services

WM can support a variety of areas, including restructuring and reorganizations, goodwill and asset allocation, joint venture formation, asset valuations (§338/1060), golden parachutes/non-compete agreements (§280G), NOL limitations and built-in gains (§382/384), like-kind exchanges (§1031) and contribution-in-kind transactions.

Tax Planning

Plan for tax obligations related to IP transfers, charitable contributions of stock (§170), C-Corp to S-Corp conversions (§1374) and estate or gift taxes.

Tax Compliance

Ensure compliance for common stock valuations for option grants (§409a), business and asset valuations and ESOPs.

Other Services

We support additional issues such as worthless stock deductions (§165), discharge of indebtedness (§108), valuations of pass-through entities and tax audit and dispute support.


Gain expert guidance and strategic insights to navigate the complexities of litigation and disputes. WM’s valuation experts offer comprehensive support from discovery through post-trial, including identification of the relevant issues, rigorous financial analysis, assessment of facts and strategic options, evaluation of the strengths and weakness of positions and expert testimony.

Where We Help Navigate Disputes and Valuation Challenges

Here are several ways WilliamsMarston can help provide clarity and help you achieve positive outcomes for difficult disputes and transactions.

Commercial Litigation

  • Business disputes
  • Contract disputes
  • Dissenting shareholder litigation
  • Purchase price disputes
  • Buy/sell disputes
  • IRS and SEC matters

Intellectual Property

  • Patent, copyright and trademark/trade name infringement
  • Accounting for IP litigation settlement agreements
  • Breach of agreement
  • Trade secret misappropriation
  • Royalty rate analyses


  • Adequate protection
  • Fraudulent conveyances
  • Fresh start accounting
  • Liquidation related asset valuation
  • Preference actions



Within the healthcare industry, Stark Law, also known as the physician self-referral law, violations can prove costly and harmful. At the same time, new transparency regulations have arisen to ensure healthcare pricing remains consistent with fair market value (FMV). The definition of FMV is:

“The value in an arms-length transaction, consistent with the general market value of the subject transaction.”

As an expert, independent third party, WilliamsMarston’s valuation team can readily assist you with your most important financial transactions, including navigating Stark Law and FMV matters. We have experience advising clients of all sizes, ranging from small practices to large multi-facility health systems.



WilliamsMarston’s valuation professionals work with all types of alternative asset managers to develop long-term methods for deriving the fair value of almost any hard-to-value investment.

Count on us to mobilize an experienced team with appropriate transaction experience to serve you, offering real-time market information, asset class and industry-specific expertise.



When faced with a transaction such as an acquisition, restructuring or recapitalization, lenders, business partners, investors and board members can benefit from the information and security that fairness and solvency opinions provide.

Fairness or solvency opinions offer a crucial external, third-party assessment to help fiduciaries in assessing proposed transactions.

As a highly qualified, independent valuation firm, the experts at WilliamsMarston can assist your board of directors in supporting its deal-making decisions, mitigating risk, withstanding scrutiny and enhancing shareholder transparency.


Ready for clear guidance and powerful outcomes? Reach out to our Valuation Services team today.

Meet the Team
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