The Role of Business Valuation in Shareholder Disputes: A Comprehensive Guide
This article aims to give you an idea about the different types of shareholder disputes where business valuation is used.
Disputes between partners, directors, and shareholders are an unfortunate reality of running a corporation. As many shareholder conflicts include business or share values, dividend payouts, and remuneration, a thorough valuation is frequently required to support or justify either party’s claims, resolving such conflicts a popular motivation for requesting a business valuation.
Ideally, there wouldn’t be any disagreements among stockholders. Companies often try to prevent litigation by having shareholders sign agreements outlining the process for resolving conflicts. However, an evaluation of the company may be essential to resolve the issue even if legal action is avoided.
This article aims to give you an idea about the different types of shareholder disputes where business valuation is used and a few key considerations in business valuation in shareholder disputes.
Business Valuation And Shareholder Dispute
In today’s complicated corporate environment, shareholder conflicts are an everyday occurrence. Disputes like this may be very divisive, time-consuming, and costly. They have the potential to crop up unexpectedly in any privately held company.
Understand Business Valuation
Business valuation refers to determining an estimate of a company’s worth. There are two common approaches to this: capitalization and capitalization multiples. To calculate a company’s worth using the capitalization technique, we multiply its yearly sales by its operating profit.
The capitalization multiple approaches to valuing a company use its current market capitalization multiplied by its current annual sales to arrive at a value estimate.
When a customer needs help with a tricky valuation situation, they may turn to a team of professionals with the technical knowledge and expertise to handle it.
Understand Shareholder Dispute
Disputes between shareholders often include a minority shareholder who feels wronged by the majority shareholder or who disagrees with the majority shareholder’s business choices. Such differences of opinion may be too fundamental to be settled amicably, necessitating drawn-out and expensive legal proceedings.
This dispute may be a significant source of stress for management and detract from the value of a firm. As a result, a minority stakeholder or business partner may decide to leave the firm.
How Does Business Valuation Work in a Shareholder Dispute?
Experts in business valuation may help settle shareholder disputes by offering objective assessments of the worth of the company’s shares at issue. When appraising a company for a shareholder dispute, most business valuation professionals use the same procedure and technique they would for any other job.
Nevertheless, specific aspects of company valuation should be kept in mind by legal professionals and specialists when dealing with shareholder disputes.
Sample Case Study: Business Valuation in Shareholder Disputes
Recently, the value of a privately owned corporation was at the center of a shareholder dispute lawsuit. Protracted litigation resulted from both sides’ use of expert witnesses and use of various valuation approaches.
Discussion of the expert witness testimony and valuation methods used
Using the technique of discounted cash flow analysis, the client’s expert witness prioritized the company’s anticipated future cash flows under the income strategy. When estimating future profits, they looked at the company’s past financial results with market trends and current circumstances.
However, the defendant’s expert testimony valued the business using the market technique, which included looking at similar companies and using transaction multiples to establish a price. They contended that the company’s worth should be calculated in light of similar mergers and sales in the market.
Analysis of the Outcome and Lessons Learned
The court’s verdict was arrived at after careful consideration of the testimony of the experts and the valuation techniques. Both the income and market approaches were regarded as having merit, with the caveat that harmonizing the varying findings of experts is difficult. In the end, the court examined a third option, one that included aspects of the two different approaches. It calculated a reasonable price for the firm by thinking through many factors including its expected cash flow, similar businesses, and market trends.
This case emphasizes the value of expert witness evidence in shareholder conflicts and the need to examine alternative valuation approaches. It stresses the significance of specialists providing convincing explanations for the valuation approaches they use and providing evidence of their credentials. The need for adaptability and a thorough analysis of all elements is shown by the court’s use of a hybrid strategy.
To successfully manage the difficulties of corporate valuation in shareholder disputes, this case also emphasizes the significance of employing competent valuation consultants and obtaining legal guidance.
Types of Shareholders Dispute Where Business Valuation Is Used
There are several possible causes for disagreements amongst shareholders in a company. The following items are by far the most typical:
- Disputes Over Corporate Governance – This kind of disagreement is typical in small, privately owned companies. Shareholder disputes may arise from disagreements over the company’s management or direction, spending, or the restructuring, sale, or liquidation of the firm.
- Minority Shareholder Oppression Claims – When making changes in a private company, minority shareholders often start at a disadvantage due to their smaller shareholding. This vulnerability to being excluded from management and decision-making has led several jurisdictions to pass legislation protecting minority shareholders.
- Buy-Sell Agreement Disputes – Owners could have amicably resolved many shareholder issues without executing court action by simply drafting a buy-sell agreement. Owners and their lawyers may benefit greatly from the assistance of valuation specialists when drafting dispute resolution and cost-cutting measures in buy-sell agreements.
- Dissolution Proceedings – Initiating dissolution proceedings is an extreme step that may be used in the event of a shareholder disagreement. When a business dissolves, it legally terminates its activities and distributes its assets to its shareholders.
- Breach of Fiduciary Duty Claims – Shareholders in privately owned enterprises owe a fiduciary duty to one another, even if they don’t work for the company. In particular, majority owners engaging with minority shareholders must be transparent and forthright about the company’s financial situation. Disagreements might occur when some shareholders keep crucial financial or other information from other shareholders.
Key Considerations in Business Valuation in Shareholder Disputes
Before beginning any valuation process, specialists in the valuation industry must determine and articulate the relevant standard of worth. A valuation benchmark is a made-up group of assumptions that estimate the company’s worth.
The terms “fair market value” “fair value” and “investment value” all refer to similar concepts that are widely used in the financial industry. Various criteria provide divergent assessments of worth; thus, choosing and using the appropriate benchmark is crucial.
In a court of law, this may be difficult since the applicable standard differs based on the specifics of the issue at hand and the laws of the relevant jurisdiction. Because of this, lawyers need to talk to their valuation specialists to make sure they fully grasp the meaning of the conventional concept of value in relation to shareholder disputes within a certain state.
In order to safeguard minority shareholders, every state has enacted shareholder rights legislation, often known as dissident shareholder legislation or minority oppression acts.
Here are some of the most important things to keep in mind when valuing a company to settle a shareholder dispute:
- Gathering and analyzing financial data – Gathering and analyzing complete financial data entails looking at things like past tax returns, bank accounts, and investment portfolios. An accurate valuation is impossible without these details on the company’s assets, obligations, and cash flow.
- Accounting for intangible assets – The worth of a company may be affected not only by its physical assets like machinery and supplies, but also by its intangible assets like patents, trademarks, trade secrets, and customer connections. The valuation method has to accurately account for these intangibles by identifying, valuing, and including them.
- Selecting appropriate valuation methods – The income strategy, the market approach, and the asset-based approach are only a few examples of possible valuation strategies. Business kind, industry norms, and access to market data are all important considerations when deciding on the best approach to take.
- Accounting for market conditions and industry trends – A company’s worth may change depending on external variables including market and industry developments and the level of competition. To guarantee the value is reflective of the current market climate and fairly evaluates the business’s standing within the sector, it is vital to conduct a comprehensive examination of these aspects.
- Consideration of potential damages – Damages from claimed wrongdoing or violations of fiduciary responsibility may be included in the value of some shareholder disputes. These losses, if relevant, must be carefully assessed and included in the valuation process.
Common Challenges in Business Valuation in Shareholder Disputes
Valuing a company when there are disagreements amongst shareholders is not an easy task. When two or more specialists in the field of valuation come to drastically different findings, conflicting expert views are inevitable.
Here are a few challenges to may arise,
- Subjectivity – Business valuation often involves subjective judgments, leading to shareholder disagreements.
- Differing Approaches – Shareholders may favor different valuation methods, such as income, market, or asset-based, leading to conflicts.
- Data Availability – Limited financial data can complicate the valuation process and result in divergent opinions.
- Market Volatility – Economic uncertainties and market fluctuations can impact business valuations, adding complexity to disputes.
- Timing Issues – Differences in the valuation date or the relevance of historical financial information may be sources of contention.
- Dividend Policies – Disagreements on dividend policies and their impact on future cash flows can influence business valuations.
- Management Projections – Differences in the acceptance of management projections for future performance can affect valuations.
- Legal Compliance – Ensuring compliance with legal standards and regulations in the valuation process is a recurring challenge in disputes.
The Role of the Expert Witness in Business Valuation in Shareholder Disputes
Expert witnesses are essential in shareholder disputes regarding firm valuation since they provide impartial, expert testimony that helps the court or the arbitration process panel arrive at a just and reasonable value.
Here is a rundown of what an expert witness is expected to do, the credentials they need, and the research they should do before testifying:
Overview of the expert witness’s Role
A certified expert witness will have experience appraising businesses and will have an understanding of the specific field in question. Their main responsibility is to provide unbiased, educated, and expert advice on the company’s worth.
Expert witness help the judge or arbitrator make sense of the technical terms, techniques, and industry-specific considerations involved in a valuation case.
Qualifications of an expert witness
A company valuation expert witness must have the appropriate credentials to back up their claims of knowledge in court.
One example is the Certified Valuation Analyst (CVA) credential, however others, such as the Chartered Business Valuator (CBV) and the Accredited Senior Appraiser (ASA), are also possible.
In addition to a proven track record of accomplishment in the fields of valuation and expert witness work, they may also possess the necessary academic and professional credentials. The expert witness has to be well-versed in valuation theory, practice, and regulation.
Preparation for testimony
The expert witness’s evidence relies heavily on the time spent preparing for it. Evidence in a legal issue is thoroughly examined by looking at financial records, corporate paperwork, market statistics, and anything else that could be significant.
The expert witness has to learn everything there is to know about the case, from the disputed issues to the legal parameters within which the appraisal is being performed. Under cross-examination, they should be ready to discuss and defend the valuation strategy, process, and results they arrived at.
Get a Business Valuation For Shareholder Disputes From Eqvista!
An accurate and credible company valuation is essential to reach a fair decision in shareholder disputes. In this process, having access to reliable materials and tools is crucial. To reach a fair and equitable resolution to shareholder disputes, using tools or features that provide user-friendly interfaces, extensive functionality, and rigorous valuation algorithms might be helpful. In these cases, Eqvista is the go-to tool for valuing businesses.
If you’re in a shareholder dispute and need help valuing your company, Eqvista’s financial data assessment, valuation technique selection, and professional counseling can get you through it. Call us right away to understand our services better.