INDEPENDENT BUSINESS VALUATION SPECIALISTS
XVALUNITED
KINGDOM

Shareholder disputes & exits
Objective value when relationships break down.

In a shareholder dispute, the basis of value, valuation date and treatment of minority interests may be as important as the financial model. We work to a clearly defined instruction, aligned with the contractual or legal questions that need to be resolved.

Request a proposal Read the technical brief
Independent opinionSame-day reviewStrictly confidential

s.994

Companies Act 2006 unfair prejudice

Pro rata?

Discount question addressed explicitly

CPR 35

Expert duties where appointed

A confidential conversation

An important decision deserves an independent view.

Tell us about your company, your objectives and your timeframe. We will review the instruction before proposing a scope, fee and delivery timetable.

  • Independent opinion, never an automated estimate
  • Scope, fee and timetable agreed before work begins
  • Confidential from the outset

Prefer to call? +44 20 3996 6807

Prefer WhatsApp? Message us on WhatsApp

What happens next

  1. 1.We review your enquiry the same working day
  2. 2.A short call to understand your circumstances
  3. 3.A written scope, fee and timetable is proposed

No obligation. No automated valuation. No documents required.

When you need it

Typical situations
we are instructed on.

01

Unfair prejudice petitions and buy-out orders

02

Deadlock between founders or family shareholders

03

Compulsory transfer under articles or a shareholders’ agreement

04

Good-leaver / bad-leaver valuations

Technical brief

Start with the rights and the instruction

Articles, shareholder agreements and court directions can prescribe different valuation mechanisms. “Fair value”, “market value” and a contractual formula are not interchangeable. We identify the relevant interest, information available at the date and any assumptions that legal advisers require.

Minority discounts are not automatic

For an unfair-prejudice petition under section 994 of the Companies Act 2006, the appropriate remedy and discount treatment depend on the facts and legal analysis. We do not assume that every minority shareholding should be discounted, or that every dispute requires a pro-rata valuation.

Make contentious assumptions explicit

Related-party charges, diverted opportunities, excess remuneration and the use of hindsight can all affect conclusions. Where disputed facts remain unresolved, alternative scenarios can show their valuation consequences. Expert-witness instructions require a separately agreed scope and compliance with the applicable procedural rules.

Methodology

The methods we apply — and why.

01

Enterprise valuation

Value of the whole company at the relevant date, using earnings, cash-flow or asset approaches as appropriate.

02

Interest valuation

Application — or not — of minority or marketability discounts depending on the articles, the agreement or the court’s direction.

03

Alternative dates & bases

Valuations at petition, hearing or other dates where the appropriate date is disputed.

Key valuation issues

Where value is won or lost.

Quasi-partnership

Courts often order pro-rata value with no minority discount in quasi-partnership companies.

Prejudicial conduct

Diverted profits or excessive remuneration may need to be added back to reflect value absent the prejudice.

Valuation date

There is no fixed rule; the choice can move value significantly in volatile periods.

Article definitions

“Fair value” in articles is a contractual term and must be read as drafted.

Your instruction, clearly defined

Scope agreed before work begins.

We agree the valuation purpose and date, the interest being valued, the methods considered, the information required and permitted reliance. The written proposal sets out the fee, VAT treatment and delivery timetable. The result is a documented expert assessment — not a transaction guarantee or an automated estimate.

Primary sources & professional references

Companies Act 2006, section 994 — Unfair prejudiceICAEW — Business and share valuation

General technical information. Legislation must be checked at the instruction date. Legal, tax and accounting advice are outside the valuation scope unless expressly agreed.

Questions

Yes, subject to conflict checks. Expert roles and duties to the court are agreed specifically.

Related expertise

Other valuations we perform.

All valuation services
Divorce & financial remedies

Divorce & financial remedies

Business-interest valuation with clear analysis of liquidity and income.

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Business sale & acquisition

Business sale & acquisition

Understand the value before you negotiate a sale, acquisition or strategic exit.

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Management buy-outs

Management buy-outs

Independent valuation for management teams, sellers and financing discussions.

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