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Business Economic and Asset Valuation
The main activity of this area is to determine the actual economic value of an asset, of a group of assets, of a business unit and of a company. By means of using specific information, guidelines and criterion, of projection of results and appropriate methodologies, such as discounted cash flow and market multiples, the exact value of a business is established.
The economic valuation work is performed by Guideline Consulting for several purposes, such as:
– Operations of mergers and acquisitions (M&A), joint-ventures, demergers and sale of companies and assets;
– Opening and closing of capital in the Stock Exchange;
– Calculation of goodwill for accounting purposes and later use in tax compensations according to standards issued by regulatory agencies in the country;
– Recognition and measurement of goodwill by future profitability expectation, in accordance with the International Financial Reporting Standards (IFRS) and the Brazilian Accounting standards;
– Impairment test, with the determination of the value in use and fair value, in accordance with IAS 36 and CPC 01;
– Calculation of the value of defined and undefined useful life intangible assets, aiming at PPA – Purchase Price Allocation and impairment test, in accordance with IFRS 3 and CPC 15, IAS 38 and CPC 04, and IAS 36 and CPC 01,within purchase and sell of assets among companies (such as brands and softwares);
– Preparation of Fairness Opinion and Technical Opinion reports for different purposes.
The specific reports of economic valuation are prepared and validated by a technical responsible professional and legally enabled company.
Mergers & Acquisitions (M&A)
The context called “M&A” (Mergers & Acquisitions) has been generating several purchase and sell operations, selling and association between companies and its respective assets in the corporate world in the country and around the world. Large conglomerates are formed and companies change major shareholders according to the competitive dynamics of the Brazilian and the global economy, and of rising consuming markets.
In this segment, Guideline Consulting’s activities contemplate the following topics:
– Financial and market evaluation of the operation to be performed between the different companies, and preparation of purchase, sale and merger of businesses strategies in accordance with the regulatory agencies of the Brazilian Competition Policy System (Sistema Brasileiro de Defesa da Concorrência – SBDC), according to Law 12,529;
– Intermediation and support to negotiation of purchase and sale of companies and assets;
– Search for new investors and strategic and financial advisory in new corporate compositions;
– Preparation of business plan, which objective is to structure a plan consistent with and that meets the needs of the company regarding its short, medium and long term development, associated with the company’s financial balance.
– Execution and management of due diligence work, establishing the actual situation of the company and the business to be marketed, in several aspects, thus guaranteeing the success of the future operation.
Economic and Financial Management and Accounting, and Judicial Expertise and Recovery
The economic and financial and Accounting, and Judicial Expertise and Recovery areas covers a wide range of activities which are part of corporate management, with important works being requested on a daily basis of a company. Guideline Consulting operate as follows:
– Consulting in works related to compliance with Law 12.973 and the convergence of international accounting principles, in particular the International Financial Reporting Standards (IFRS) and the International Accounting Standards Boards (IASB), including the adaptation of information systems, reaching the various Accounting Pronouncements, such as CPC 01 (Asset Impairment), CPC 04 (Intangible Assets), CPC 12 (Present Value Adjustment) and CPC 15 (Business Combination);
– Performance of impairment tests, in conformity with CPC 01 and IAS 36, establishing the value in use and the fair value of assets, covering future profitability goodwill and intangible assets with indefinite useful life, in parallel with the definition of remaining useful life and residual value;
– Consulting in order to be in accordance with the Technical Pronouncement for small and medium-sized entities (IFRS for SMEs) / Accounting for SMEs;
– Advisory for gathering financial resources in the Brazilian and international capital markets, aiming at investments, economic restructuring of companies and balance in the short-term cash flow;
– Budget planning and implementation of specific budget methodologies, aiming to improve the estimation work and control of costs, revenues, expenses and investments of the firm and its areas and segments, including support for the use of systems of information;
– Calculation (accounting) of corporate costs, enabling the Company to know, in details and in a segmented way, its expenditure and to effectively manage it and also the budget and, in parallel, establish the price of its products and services;
– Preparation of prices, which includes the study of a wide range of variables and results in the use of different strategies, considering the changes in the Market dynamics. The consistent calculation of costs guarantees the application of an efficient price policy in the competitive market;
– Performance of corporate turn-around, advisory and management in several areas of the Company, aiming at a full financial and business restructuring;
– Accounting appraisal report;
– Accounting / limited review and financial analysis of balance sheets;
– Review of bookkeeping;
– Analysis, management and direction of investments in the financial market and private equity, in order to guarantee the optimization of profitability of capital investments facing the opportunities of the financial and the business contexts;
– Macroeconomic studies focused on the tendencies of the Brazilian and the world economy by supplying guidelines for strategies and action plans in the economic, financial and corporate areas;
– Valuation and risk management in different corporate aspects;
– Projects economic-financial feasibility study.
– Assistance in judicial expertise in the financial, accounting, economic and administration areas;
– Administration in judicial recovery proceedings;
– Preparation of judicial recovery plan, with debt and business restructuring.
Strategic Management, Market, Investor Relations and Processes
The strategic planning, market management, investor relations and optimization of corporation processes are essential parts of the search for efficiency and effectiveness of results of companies. Guideline Consulting works in this context of business, performing the following:
– Development, implementation and follow-up of corporate strategic planning of short, medium and long term, involving the many areas of a company. This work is the key to the success or failure of a company in the current competitive environment and stipulates objectives, goals and action plans;
– Development and implementation of the balanced scorecard (BSC) method, including with the support of specific softwares, with a special highlight to the SAP platform, in accordance with the corporate strategic planning work context;
– Development of competitive intelligence plans and work and knowledge management converging for the structuring and treatment of data and strategic information of the company and of the competitive market;
– Development, implementation and management of key performance indicators (KPIs) and its structure/tree of data and information, in order to contribute to the efficiency of the company, in line with the application of specific methodology of scope measurement and also the recycling of short and medium term goals and objectives, using the appropriate information system;
– Evaluation of market potential for the introduction of products and companies in certain segments and regions, in association with the development of strategic planning, marketing and sales, allowing the preparation of market goals and objectives;
– Development and implementation of business intelligence (BI) solutions by using the SAP software and other applications, aiming at generating corporate business intelligence, covering context, flow, organization and treatment of data and information in the most different levels and areas of the company, resulting in a solid basis for the decision process in the operational, managerial and strategic areas of the company.
– Investor relations advice (releases, perception studies and IR actions);
– Implementation of corporate governance, in compliance with market norms;
– Mapping, evaluation, review and introduction of work routines and corporate processes, aiming at the continuous improvement of operation, management, organizational structure and results, as well as the reduction of costs of companies in integrated and interdependent environments.
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