Corporate Finance
We provide valuable information in order to compare the main applicable business options (organic growth, acquisition, merge, business partnership, divesture) and evaluate their business viability and feasibility from the various standpoints (financial, tax, legal).
Depending on your needs, we can support throughout the entire acquisition process or some parts of it, including:
- target research, selection and approach
- valuation
- feasibility analysis
- business plan preparation
- funding advice and sourcing support
- deal, funding and tax structuring
- negotiation of terms
- drafting of the main share purchase and sale agreement
- drafting of the ancillary contracts, if any (shareholders’ agreements, service agreements, etc)
- due diligence for the areas the client requires (financial, legal, tax market, operations, IT)
- project management.
In case the client opts for the divesture path, Crowe Valente assists to evaluate the available divesture options (sale, liquidation, MBO, split, spin-off, etc.) and to define the execution program for the option of choice. The execution program will include all the available actions required to properly prepare the business to the transaction.
Crowe Valente’s multi-competency team will bring all the required expertise when necessary. Our work includes strategic sales to trade buyers in domestic and cross-border markets or sales to private equity and management teams.
Depending on your needs, we can support throughout the sale process or some parts of it, including:
- exit planning
- preparation of sale memorandum
- project management for the pre-sale optimization actions
- buyer search and vetting
- confidential approach
- negotiation of terms
- deal and tax structuring
- drafting of the Share purchase and sale agreement
- drafting of the ancillary contracts, if any (shareholders’ agreements, service agreements, etc.)
- project management
- vendor due diligence for the areas the client requires (financial, legal, tax market, operations, IT)
Crowe Valente can assist in the planning and execution of any type of extra-ordinary transaction, including the competencies and expertise the client specifically needs.
Our support encompass the following transactions: spin off, merge, asset and business transfer, transfer of participations, capital increases for special class or shares or reserved to third parties, etc.
Depending on your needs, we can support throughout the entire process or some parts of it, including:
- Exploration and valuation of options
- feasibility analysis
- transaction and tax structuring
- assistance in negotiating the terms with the stakeholders
- drafting of the corporate documentation
- project management.
Crowe Valente provides both sell-side and buy-side due diligence. We can help you analyse value and detect weaknesses and strengths in financials, operations, people and culture, and investigate assets, capabilities, processes, and technologies.
Our multi-competencies’ approach assures our clients that the imperatives to obtain a highest quality due diligence are fully met.
Crowe Valente’s professionals can deliver on-demand and instant assistance to your development team (on market or supply chain sides) for all the issues concerning the risks of permanent establishment, tax residency, transfer pricing and the other types of tax, legal, compliance risk you may consider significant. Your development team receives prompt advice on issues (exogenous to its competencies) that might jeopardize its efforts and can therefore focus on its main objective.
Our Global Outsourcing Solution, delivered through all the entities of Crowe network, also allows our client to venture on new territories without the burden of organize proprietary administrative activities.
To access the markets of some developing countries, the business partnership with a local sponsor is probably the most effective way.
Crowe Valente has developed the relationships and competencies appropriate to approach these markets via local business partnership. Our services may encompass:
- Selection of the local business partner
- Preliminary contact with the partner
- Negotiation and drafting of the partnership agreement
- Set-up of the partnership
Business partnering is becoming a viable alternative to acquisition, to boost organic growth and mitigate the risks and the commitment of financial resources.
To obtain the best from partnerships, it is advisable to establish a proper process to structure and manage them, considering that some partnership may have complexities not far from those of a business acquisition.
Crowe Valente has the appropriate expertise to support clients in this process. Depending on your needs, our services may encompass:
- Strategy for partnering
- partner research, selection and approach
- impact analysis
- relationships plan preparation
- negotiation of terms
- drafting of the Partnership Agreements and of the ancillary contracts, if any (exchange of shares, shareholders’ agreements, service agreements, etc.)
- due diligence for the areas the client requires (financial, legal, tax market, operations, IT)
- project management.
Keeping up to date on all current regulations that affect your organization is an essential business practice. Crowe Valente’s wide range of valuation services covers areas such as:
- Tax transactions
- Impairment studies
- Business interruption claims calculations
- Litigation support
- Damages and lost profits
- Solvency testing
Crowe Valente’s valuation professionals help organizations from a wide range of industries complying with the valuation provisions of the Accounting Standards, including regulations for:
- Fair value
- Impairment testing
- Purchase price allocation studies
- Fair value option for financial assets and financial liabilities
- Shareholder and corporate planning
- Incentive compensation
- Transfer pricing
- Fresh start accounting
We can assist the Seller to estimate the economic value that a potential buyer is willing to recognize, by taking into account market conditions, optimal deal structures, synergies accessible to the buyer, alternatives to the buyer, and intellectual properties.