Fair Value Defence

Definition

A founder-side preparation discipline that builds the evidence base a Fund's Fair Value process needs at every measurement date — before the term sheet conversation begins. Distinct from valuation negotiation: a Fair Value defence isn't about arguing for a higher number, it's about producing the inputs the Fund's quarterly Fair Value model will consume for the duration of the investment. Where calibration evidence, maintainable earnings reconciliation, cap-table hygiene, and known-and-knowable inventory are all in place before raise, the term sheet reflects a defended number rather than an optimised one. The discipline supports the fair value process the IPEV Valuation Guidelines describe — the global reference PE/VC funds operate against — whose December 2025 edition, in effect for quarterly reporting periods beginning on or after 1 April 2026, expanded the guidance on calibration and on known or knowable information.

Complementary Terms

Concepts that frequently appear alongside Fair Value Defence in practice.

IFRS 13 (Fair Value Measurement)

The International Financial Reporting Standard that defines fair value, establishes a framework for measuring it, and requires disclosures about fair value measurements. IFRS 13 introduces a three-level hierarchy based on observable market inputs and is foundational to the valuation of intangible assets in financial reporting.

IPEV Valuation Guidelines

The International Private Equity and Venture Capital Valuation Guidelines (IPEV Guidelines) are best-practice recommendations, published by the IPEV Board, for measuring the Fair Value of private equity and venture capital investments consistently with IFRS 13 and ASC 820. They apply at investment level: a fund's Valuer uses them to value the fund's holding in each portfolio company at every measurement date — typically quarterly — with one or more of five techniques (multiples, industry valuation benchmarks, available market prices, discounted cash flows and net assets), calibrated to the price of a recent orderly investment.

Intangible Asset Evidence

The documented record that establishes an intangible asset exists, where it sits in the Opagio 12 framework, what it is worth, and how that value can be defended at a measurement date. Evidence comes in four forms: identification (the asset is named and classified), provenance (the source documents are attached), measurement (a valuation method has been applied with documented inputs), and persistence (the evidence is reviewed and updated on a defined cadence).

Calibration (Valuation)

The IPEV discipline that gives a Fair Value model its memory. Entry inputs (the most recent funding round price, comparable transactions, noted multiples, identified intangible assets) become reference points; deltas are tracked at every measurement date.

Known and Knowable

The IPEV evidence standard, set out in the commentary under paragraph 2.5 of the Guidelines: information that is known or knowable as of the measurement date is in scope at every quarterly Fair Value remark, whether the founder surfaced it or not. The Guidelines define it as facts, conditions or observable information that exist at the measurement date and are available to the valuer, or would reasonably be available through routine inquiry or due diligence; information that becomes known, or events that occur, after the measurement date are subsequent events and are not known or knowable at that date.

EBITDA Bridge

A reconciliation document that maps founder-reported EBITDA to a Fund's maintainable EBITDA, identifying each adjustment per IPEV Section 3.4 with documented evidence. The bridge typically traces non-recurring spend, discontinued lines, one-time items, founder compensation normalisation, and pro-forma adjustments — each with source documentation (board minutes, contracts, payroll) and the known-and-knowable evidence flag.

Measurement Date

The date at which Fair Value is determined under IFRS 13, ASC 820, and IPEV Valuation Guidelines. For PE and VC funds, the measurement date is typically the end of each calendar quarter, with formal Fair Value reporting to LPs within 45–60 days.

Opagio Hallmark

The Opagio attestation that an asset, company, or practitioner meets a defined evidence-quality standard. Modelled on the hallmark on silver: the hallmark certifies that the metal has been tested by an independent assay office and meets a defined standard of purity — it does not certify that the silver is valuable, or that any particular price should be paid for it.

Related FAQ

What is my business worth to a buyer?

A buyer applies a multiple to your normalised earnings and sets that multiple on the quality of your intangible assets — brand, customers, technology, processes and people — not on last year's profit alone.

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How do I prepare my business for sale?

Get the numbers clean and normalised, tidy contracts and intellectual property, reduce founder dependency, and prepare a vendor due diligence pack and data room — all framed around what a buyer's diligence will test.

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What is normalised EBITDA and why do buyers adjust it?

Normalised EBITDA restates reported earnings to remove one-off items and owner-specific costs, showing the sustainable earning power a buyer would inherit. Buyers adjust it because the multiple is applied to this figure, so it sets the price.

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