Being Bought Out? Get an Independent Valuation First | Consult EFC
Shareholder Disputes & Buyouts

Is your partner trying
to buy you out for
less than you’re worth?

Before you agree to anything — before you sign a binding Share Purchase Agreement (SPA) — you need to know what your equity share in this business is actually worth. Not what they say it’s worth. Not what their accountant says it’s worth. What it is objectively and legally worth.

In our forensic accounting experience, the gap between what a buying partner offers and the true independent Equity Value of a shareholding is frequently 20% to 40%. On a business with an Enterprise Value of £2m, that gap can be £400k to £800k of your rightful money.

Their accountant works for them. They will calculate Enterprise Value to minimize their tax or buyout costs, ignoring your true Equity Value. Any valuation they present was produced to serve their interests, not yours.

Time pressure is a tactic. If they are aggressively pushing you to decide quickly, it is usually because a slower, properly considered corporate finance process would result in a higher price for you.

Once you sign, it is almost impossible to undo. An independent valuation before the event costs a fraction of what you stand to lose by not having one during commercial litigation.

Completely confidential · No obligation · Response within one business day

ICAEW Chartered Accountant Big Four Trained at Deloitte Reports Used in Legal Proceedings 7–10 Day Turnaround

Does any of this sound familiar?

These are the complex commercial litigation situations we are called into most often. If you recognise yours, you need an independent valuation before anything else happens.

“My partner wants to buy me out and the number feels wrong.”

They have presented a number. You have no way to verify it independently. You do not know if it reflects the true value of what you have built together — or what they believe they can get away with.

“They’re pressuring me to sign quickly.”

Deadlines are being arbitrarily set. Solicitors are being aggressively mentioned. The implication is that delays will make things worse. This pressure is almost always a negotiating tactic — and it works, unless you have an independent number to anchor against.

“I’m a minority shareholder and I think I’m being pushed out.”

Minority shareholders are in a structurally weaker position — but that does not mean your shares are worth nothing or that a minority discount (DLOC/DLOM) should be applied without proper legal justification. We forensically assess whether a discount legally applies under your Articles of Association.

“The business is doing well. Their offer doesn’t reflect that.”

Hostile buyout offers often use historical statutory accounts rather than forward-looking Enterprise Value. A business growing at 30% per year should not be valued on last year’s EBITDA as if the growth does not exist. A proper corporate finance valuation accounts for trajectory, not just history.

“I’m being forced out and my solicitor says I need a valuation.”

Solicitors handling shareholder disputes (including Section 994 Unfair Prejudice) need an expert valuation to anchor their negotiations and, if necessary, their CPR Part 35 court filings. We produce forensic reports to the exact standard required for legal proceedings and work directly with your legal team.

“We’ve agreed in principle — I just want to verify the number is fair.”

Not every dispute is acrimonious. Sometimes you simply want an objective commercial check — confirmation that the deal is fair before you commit to it. That is equally valid, and arguably the most sensible use of an independent ICAEW valuation.

How much could the gap be?

The difference between an offer presented by one side and a true independent valuation is rarely trivial. Here is what it looks like in practice.

Example Business
£1m
Annual Revenue
£200k
Normalised EBITDA
The Offers
Their Offer (3.5×)
£700k
Enterprise Value
Independent Value (5.5×)
£1.1m
Enterprise Value
The Gap
£400k
That is what an independent corporate finance valuation could mean to you — on a relatively modest business.
Find Out Your Number

Figures are illustrative. Actual multiples heavily depend on sector, business quality, and deal structure. The point is that the gap between a self-serving offer and an independent valuation is frequently material.

What we produce — and what it does for you

We forensically establish the true normalised EBITDA

Reported accounts are rarely the right starting point. We rigorously identify every legitimate normalisation adjustment — the owner’s above-market salary, one-off sunk costs, related-party transactions, personal expenses — and arrive at the earnings figure that genuinely reflects the business’s underlying cash generation.

We apply the right methodology for your situation

EBITDA multiples cross-checked against DCF analysis and precedent M&A transactions. For minority shareholdings, we assess whether any DLOC or DLOM discount is legally justified — and at what precise level — rather than accepting one as a given.

We produce a report that holds up in any mediation room

Signed by an ICAEW Chartered Accountant. Full methodology, documented risk-assumptions, and comparable transaction evidence. Produced to the rigorous standard required for formal legal proceedings, mediation, and arbitration. Their advisers cannot simply dismiss it.

We work directly with your legal team if needed

If your commercial litigation solicitor or barrister needs to intimately understand the methodology, challenge assumptions in the opposing valuation, or use our report as a basis for negotiation, we engage directly. We are highly experienced in adversarial valuation contexts.

Kishen Patel - Consult EFC
ICAEW Chartered Accountant Logo

Kishen Patel

Founder, Consult EFC · BFP ACA

In a hostile shareholder dispute, the calibre of your valuer matters enormously. The other side will inevitably have advisers. If your valuation report is challenged, it legally needs to be defensible by someone who can confidently hold that position under professional scrutiny.

Kishen is an ICAEW Chartered Accountant who trained at Deloitte and has spent over 12 years across Big Four audit, Investment Banking, and UK SME corporate advisory. He leads every expert engagement personally. There are no junior analysts. Every assumption in the report is one he is fully prepared to defend directly in Court or mediation.

ICAEW Chartered Accountant Big Four Trained 12+ Years Experience Legal Proceedings Experience

My business partner had been pushing a buyout figure for months. I instinctively felt it was low but had nothing concrete to vigorously argue with. Consult EFC produced an independent valuation that put the Enterprise Value 38% higher than what had been presented. That report unequivocally changed the entire negotiation. I came away with a number I was genuinely comfortable with. The fee was nothing compared to what it recovered.

Richard T.
Shareholder Dispute · Professional Services Firm

Questions we get asked most

Do I really need an independent valuation — can’t I just negotiate?

You can negotiate without one, and many people stubbornly do. What you cannot do is negotiate from a position of solid knowledge. Without an independent valuation, you are negotiating against someone who almost certainly has a number in mind and financial advisers supporting it. The independent valuation is not just a document — it is the rock-solid anchor for every conversation that follows. It is the distinct difference between arguing and proving.

What if they aggressively dispute the valuation?

They can dispute it — and they may. What they cannot do is easily dismiss a signed, methodologically rigorous report from an ICAEW Chartered Accountant with Big Four training without officially producing a credible counter-argument. Our reports are built to withstand intense legal challenge. Every assumption is documented. Every methodology choice is forensically explained. If proceedings escalate, the report holds up. If they want to produce their own valuation and the two reports differ significantly, that gap becomes the subject of mediation — which is a far better position than passively accepting their number without challenge.

How quickly can you turn this around? The other side is pushing for a decision.

Our standard turnaround for shareholder dispute valuations is 7 to 10 business days from receiving the full financial information. In situations where there is genuine urgency, we will discuss a faster timeline during the initial discovery call. The most important thing is to contact us now — the process cannot start until you do. The intense time pressure they are creating is almost always a negotiation tactic. Responding to it by rushing into a bad deal costs far more than a short delay while an independent report is securely produced.

My share is only 20% — is it even worth getting a valuation?

Almost certainly yes. A 20% share in a business safely generating £500k of EBITDA, at a 5x multiple, represents £500k of value before any discount. The question of whether a minority discount (DLOC) mathematically applies — and at what exact level — is itself a technical legal judgement that heavily depends on the shareholder agreement, the Articles of Association, and the specific circumstances of the dispute. Many minority shareholders tragically accept discounts far larger than are actually defensible because no-one has professionally challenged them. An independent valuation definitively tells you what discount, if any, is genuinely justified.

What does it cost?

We agree a fixed fee before any corporate finance work begins, so there are absolutely no surprises. The fee depends on the complexity of the business, the nature of the dispute, and whether formal legal proceedings are involved. We discuss this in the initial conversation — there is zero obligation to proceed. What we can say is that in disputes involving any material shareholding, the fee is typically a very small fraction of what the valuation gap turns out to be. Contact us and we will give you a clear, fixed number upfront.

Is this completely confidential?

Yes. Everything you share with us is handled with absolute confidentiality. We do not discuss your situation with any third party without your explicit consent. The valuation report is solely yours — you decide what to do with it, when, and with whom. Many clients discreetly come to us in the early stages of a dispute before involving litigation solicitors. That is a perfectly sensible approach and we are highly experienced in handling sensitive boardroom situations with discretion.

Do not agree to anything
until you strictly know your number.

Every day you wait is a day closer to signing a legal document that cannot be undone. The initial confidential conversation costs you nothing. The report is fixed fee, agreed upfront. And knowing what your business is actually worth changes everything about how you command what comes next.

Fixed fee agreed upfront Completely confidential Response within one business day ICAEW Chartered Accountant
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