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CLEAR PURPOSE. CONSIDERED ANALYSIS.

Shareholder dispute valuations: clarify the evidence and instructions

Understand why shareholder valuations differ. Prepare a shared evidence pack, identify disputed assumptions and agree the required valuation scope.

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01 / SCOPE & EVIDENCE

Write the instruction before choosing a number

Identify the company, shares, relevant date and reason for the dispute. State who is commissioning the work and who is expected to rely on it. If a shareholder agreement sets a process or definition, obtain legal advice on the required instruction. A financial valuation cannot determine the legal meaning of a contested provision.

02 / SCOPE & EVIDENCE

Create a four-column disagreement log

For each disputed point, record the amount or assumption, each party’s position, supporting evidence and what remains unresolved. Examples include owner remuneration, one-off expenses, customer losses and the treatment of borrowing. This separates missing facts from genuine differences in judgement and can reduce repeated requests for information.

03 / SCOPE & EVIDENCE

Illustration: explain the gap between two views

Assume one party uses maintainable earnings of £240,000 and another uses £200,000. If both use an illustrative multiple of 4, the enterprise-value difference is £160,000. The first question is what supports the £40,000 earnings gap, not whether averaging the two values feels fair. The multiple is hypothetical, not a recommended benchmark, and the calculation excludes financing and shareholding adjustments.

04 / SCOPE & EVIDENCE

Choose the right type of work

A report to inform negotiation is different from an expert determination under a contract or evidence for court. Each can involve different duties and appointment terms. Formal civil expert evidence in England and Wales is subject to court rules; no court-report or expert-witness engagement is implied by the general enquiry form. Tell us about any proceedings or instructed solicitor.

05 / SCOPE & EVIDENCE

Agree suitability and independence

We consider the parties, potential conflicts, information access and required expertise before accepting the instruction. Valuation work prepared by an ICAEW Chartered Accountant should address the agreed financial questions and explain material limitations. It cannot guarantee that the other shareholder, a court or another recipient will accept the result.

06 / SCOPE & EVIDENCE

Make a useful first enquiry

You do not need to submit a bundle of documents immediately. Start with the nature of the ownership disagreement, the valuation date and any deadline. The next conversation can establish the appropriate scope, confidential information route, deliverable and fee.

Procedural reference: Civil Procedure Rules, Part 35 (England and Wales). Checked 10 October 2026.

Why do two shareholder valuations differ?

Question to reconcileWhat to compare
Are they valuing the same thing?Whole company or a particular share class; enterprise or equity value
Are the dates and instructions the same?Valuation date, required basis and appointment terms
Are earnings treated consistently?Owner replacement costs, exceptional items and latest trading evidence
Are cash and obligations counted consistently?Debt, shareholder loans, leases and working capital definitions
Are rights and adjustments explained?Share rights, control assumptions and any proposed adjustments

Prepare one evidence schedule showing the information supplied, its date and any unresolved disagreement. Distinguish factual differences from professional judgements. A larger or smaller number alone does not establish which report follows the required instructions.

Start with the valuation documents checklist and review the rights attached to the shareholding. Relevant legal advice is needed where the governing documents or appointment terms are disputed.

Build an evidence register before debating the final values

Separate the disputed number into its components. An apparent difference over the multiple may instead begin with different financial periods, owner replacement costs or treatment of debt. Record what each party assumes, the supporting source and who can resolve the issue.

Questions to separate in a shareholder valuation dispute
IssueEvidence to compareResolution needed
Different valuation datesInstructions, dated accounts and forecast versions.Confirm the date and treatment of later information.
Different earningsLedger reconciliations and adjustment schedules.Separate accounting corrections from maintainable-cost judgements.
Different share rightsRelevant articles, agreements and legal instructions.Clarify the interest and any disputed interpretation.
Different equity bridgesConsistent-date cash, debt and other schedules.Identify what is included and avoid duplicate adjustments.

A common information pack can make the analysis easier to follow, but it does not itself establish neutrality or settle a dispute. Agree access, communication and conflicts arrangements before the engagement.

Agree the appointment and intended output

A valuation for negotiation, a review of an existing report, a joint instruction and a formal expert role are different assignments. Identify the intended users and any contractual or legal process before commissioning. An enquiry does not appoint an expert witness or make the conclusion binding.

If parties disagree on the meaning of an agreement, obtain suitable legal instructions. A financial report should not silently decide that question through a favourable assumption. Where alternative cases are commissioned, keep each internally consistent and explain which instructions it follows.

For a first discussion, provide a non-confidential outline of the holding, purpose, date, parties and existing reports. Arrange an appropriate channel for detailed records. See the shareholder information-pack guide for organising the financial evidence.

COME PREPARED

Your starting checklist.

  • Company, share class and ownership percentage
  • Valuation date and governing agreement
  • Disputed assumptions with supporting records
  • Appointment process, intended users and deadline

Start with the purpose. Confidential documents can follow through an agreed channel.

Further questions

Can a valuation resolve a shareholder dispute?

It can help clarify financial evidence and judgement. Resolution and any binding effect depend on the appointment, agreements and legal process, which need appropriate advice.

Does a minority discount always apply?

No universal percentage or approach fits every instruction. Consider the actual rights, basis, relevant documents and legal instructions for the assignment.

KEEP EXPLORING

Put the next piece in place.

YOUR QUESTIONS

Before you
take the next step.

Should we average two different valuations?+

Not without understanding their bases, information and assumptions. An average can conceal a factual error or incompatible instructions.

Can a valuation support a negotiated shareholder exit?+

Yes, an appropriately scoped valuation can inform negotiations. It does not replace legal advice or guarantee an agreed settlement.

Are formal expert-witness services included?+

No. Any such instruction must be assessed and agreed separately before work starts.

YOUR NEXT MOVE

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in context.

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WHERE WE CAN HELP

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Business and share valuation support is available remotely across England, Scotland, Wales and Northern Ireland.

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