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評價產業現況及 評價實務分享

評價產業現況及 評價實務分享. 19 Dec 2012 Presented by Jerry Chu. Government. Banks. Accountants. Compliance Decision Making Supervision. Finance. Audit Program Fair value accounting PPA, Impairment. Valuations. Minority Shareholders. Pricing Accounting Deal advice Regulatory issues Tax

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評價產業現況及 評價實務分享

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  1. 評價產業現況及評價實務分享 19 Dec 2012 Presented by Jerry Chu

  2. Government Banks Accountants • Compliance • Decision Making • Supervision • Finance • Audit Program • Fair value accounting • PPA, Impairment Valuations Minority Shareholders • Pricing • Accounting • Deal advice • Regulatory issues • Tax • Debt finance advice • Equity finance advice • Decision making • Dissenting Shareholders • Advice on public perception Other parties • Journalists • Employee • Investment Publics Managements M&A • Shareholder intelligence • Liaising with institutional shareholders • Decision Making • Deal making • Fairness opinion • Strategic Value • Financial modelling Stakeholders in Valuation Process….. Valuation Experts

  3. 評價產業參與者 會計師事務所 投資銀行 專業鑑價公司 承銷商(證券商) 不動產公司 個人

  4. What is Valuation? • Broadly defined, valuation involves the appraisal of: • Businesses and business interests • Tangible assets • Intangible assets • Financial assets

  5. When are Valuations Required? • Acquisitions • Financial reporting • Allocations of purchase price for financial reporting purposes (FAS 141) • Tax purposes • Golden parachute payments (IRC 280g), allocations of purchase price for tax purposes (IRC 338) • Internal planning • Deal pricing, fairness opinions, board advice • Pre-deal allocation assessments (public and private)

  6. The valuation….. Fairness Opinion Pricing Exercise Transaction Valuation Strategic Valuation Asset Valuation Impairment Fair Value Reporting Accounting Valuation Purchase Price Allocation Tax Filing Tax Dispute Tax Valuation

  7. Approaches to Value—A Primer • Apply to any asset Income approach Market approach Cost approach • The fair value of the asset reflects the price at which comparable assets are purchased under similar circumstances • Requires that comparable transactions be available. Most commonly found when the acquired asset is widely marketed to third parties • Predicated upon the value of the future cash flows that an asset will generate over its remaining useful life • Step one involves a projection of the cash flows that the asset is expected to generate. • Step two involves converting these cash flows into a present value equivalent through discounting. • The fair value of an asset is estimated as a function of the current cost to purchase or replace the asset • Based upon the principle of substitution, which states that a prudent investor would pay no more for an asset than the amount necessary to replace the asset

  8. 評價人的未來 • Valuation in Accounting • License Matters? • Career Path of a Valuation Expert

  9. Case Study • HTC & VIA Patent Valuation • ASE acquisition of USI • CDFHC acquisition of KGI • YAGEO Buyout and Delisting • 三合一

  10. Questions?

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