IRC 409A Opinions


IRC 409A Opinions

In 2005, the IRS issued proposed regulations under IRC Section 409(A) that, for tax purposes, regulates the treatment of “nonqualified deferred compensation” including the issuance of compensatory stock options. The proposed regulations shifted the burden of proof to the IRS to demonstrate that the option exercise price is below the fair market value of the common stock when a company obtains an independent appraisal.

Immediately after publication of the proposed regulations, Cogent Valuation worked with the leading employee benefits attorneys and advisors to educate companies and their equity sponsors about the implications of the proposed regulations. This led to the establishment of Cogent Valuation as one of the preeminent appraisal firms in this rapidly emerging area of valuation.

Since 2005, Cogent Valuation has performed over 500 common stock valuations to establish the fair market value of common stock in connection with the issuance of compensatory stock options. Such valuations are also accepted by all major audit firms for fair value financial reporting purposes under FASB ASC 718 and 505-50.

Our 409(A)/fair value analyses have been thoroughly reviewed by the Big Four accounting firms, and have complied with each accounting firms’ audit testing regimen.

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