Transaction Valuation, Fairness Opinions & Purchase Price Allocation

An independent, defensible view of value for negotiation, boards, and financial reporting.
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Definition

What is transaction valuation?

Transaction valuation establishes a defensible view of business, equity, asset, and contingent consideration value during a merger, acquisition, financing, or disposition. BD Emerson combines independent valuation expertise with financial, tax, and transaction specialists to support purchase price, fairness, solvency, earnout, and post-close reporting decisions. The analysis is tailored to the valuation purpose, intended users, transaction structure, evidence, and applicable reporting requirements.

Services

What transaction valuation services are included?

Business and equity valuation
Fairness opinions
Solvency and capital adequacy opinions
Purchase price allocation
Earnouts and contingent consideration
Intangible asset valuation

Business and equity valuation

We value businesses, equity interests, divisions, and assets for acquisitions, dispositions, recapitalizations, fundraising, and ownership changes. Analysis may consider income, market, and asset-based approaches, with sensitivity to forecast assumptions and transaction terms.

Fairness opinions

A fairness opinion provides an independent opinion on whether the financial terms of a transaction are fair, from a financial point of view, to the relevant holders. It supports board and fiduciary processes and requires careful attention to scope, assumptions, conflicts, and intended use.

Solvency and capital adequacy opinions

Solvency analysis can support transactions involving distributions, leveraged structures, recapitalizations, or other circumstances where stakeholders need a view of solvency and capital adequacy. The analysis is tailored to the transaction, jurisdiction, and applicable standard.

Purchase price allocation

PPA allocates purchase consideration among identifiable assets and liabilities and measures items such as tangible assets, identifiable intangible assets, deferred taxes, and goodwill. BD Emerson supports PPA under ASC 805 and applicable IFRS requirements, coordinating with financial reporting and tax teams.

Earnouts and contingent consideration

Earnouts require analysis of the underlying metric, probability-weighted outcomes, timing, volatility, and the terms that govern payment. We value contingent consideration and help clients understand how transaction terms affect fair value and reporting.

Intangible asset valuation

Customer relationships, technology, trade names, contracts, developed software, and other intangible assets may be material to transaction accounting and value analysis. The work considers useful lives, attrition, obsolescence, contributory assets, and expected economic benefit.

Our approach

Our approach

01

Define purpose and standard

We establish the intended use, valuation date, standard of value, ownership rights, transaction terms, and audience. This prevents a valuation prepared for one purpose from being used improperly for another.

02

Select methods

Methods are selected based on the asset, business, information, market, and transaction context. We explain the assumptions and sensitivities that matter to the conclusion.

03

Test assumptions

Forecasts, growth rates, margins, attrition, discount rates, market multiples, useful lives, and contingent outcomes are tested against available evidence and diligence findings.

04

Report clearly

Reports identify scope, methods, assumptions, limitations, and conclusions in a form appropriate for boards, auditors, regulators, tax authorities, counterparties, or transaction teams.

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Need an independent view of transaction value or purchase accounting?

Speak with BD Emerson about the purpose, scope, and intended use of the valuation.

Our Advantage

Why BD Emerson for transaction valuation

Independent and defensible

Purpose, methods, assumptions, sensitivities, and limitations are made clear, in a form appropriate for boards, auditors, regulators, and tax authorities.

Grounded in the evidence

Valuation is coordinated with quality of earnings, commercial, tax, operational, and technology diligence, so the conclusion can be traced to the facts rather than presented in isolation.

Fit for its purpose

The intended use, valuation date, and standard of value are defined up front, so a valuation prepared for negotiation, fairness, reporting, or tax is the right report for that purpose.

Reviews

What our customers say

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

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Our accreditations

At BD Emerson, we believe that our team's extensive certifications not only set us apart but also ensure that we provide the highest level of service to our clients.
FAQ

Frequently asked questions

What is purchase price allocation?

When is a PPA required?

What is a fairness opinion?

How are intangible assets valued?

How are earnouts valued?

What is the difference between enterprise value and equity value?

Can valuation findings change a transaction?

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