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 aligns with the 2025 IPEV Valuation Guidelines — the global standard PE/VC funds operate against — which tightened per-period reassessment and Section 2.5 evidence requirements effective for reporting periods on or after 1 April 2026.
Complementary Terms
Concepts that frequently appear alongside Fair Value Defence in practice.
The US GAAP standard that defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
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.
The International Private Equity and Venture Capital Valuation Guidelines (IPEV) are the global standard PE and VC funds use to determine Fair Value of unlisted investments. Issued by the IPEV Board, the guidelines set out how a fund's Valuer documents and defends each portfolio company's Fair Value at every measurement date — typically quarterly.
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).
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.
The IPEV Section 2.5 evidence standard: 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. Known information is on the company's books, in board minutes, or in disclosed correspondence.
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