An independent share valuation for a shareholder dispute in Sydney.
Your fixed fee
- Your fee is put in writing first and does not move with the value.
- A second valuer checks each report before signing.
- The working file stays on record for ten years.
- The report carries the name of the valuer who signs it.
When the owners of a private company fall out, the argument nearly always ends with one side buying the other out. We value the shares, so both sides and their lawyers are negotiating from a figure with reasons behind it.
Fee guide
Under $2 million of turnover: $1,495 + GST, signed report in 2 business days. $2 million to $3 million of turnover: $2,495 + GST, signed report in 3 business days. $3 million to $10 million of turnover: $3,495 + GST, signed report in 3 business days. Above $10 million we quote the fee in writing and agree the delivery date with you first. Delivery time starts once payment and all required information have been received.
- $1,495 + GSTThe fixed fee where turnover is below $2 million, put in writing before we begin
- 2 business daysFrom payment and complete information to a signed small-business report
- 32 York StOur Sydney office, in the CBD. Most of the work is done from your documents and a call
- 10 yearsHow long the working file behind each report is kept
Delivery time starts once payment and all required information have been received.
A shareholder dispute valuation puts an independent figure on the shares that one owner may have to sell and another may have to buy. In Sydney most of these disputes are settled by negotiation or mediation, and some go to the Supreme Court of NSW or the Federal Court. The questions are the same either way: what exactly is being valued, at what date and on what basis. Our report answers them in writing, shows the value with and without a discount for a minority holding where that is in issue, and sets out the evidence so that each side can test it.
When owners in dispute need a valuation
Most private companies in Sydney belong to a handful of people who also work in the business. When they fall out, somebody usually has to leave, and the price of that person’s shares becomes the whole argument. Each side has a number in mind, the numbers are far apart, and neither trusts the other side’s accountant.
An independent valuation gives both sides the same place to start. It tends to be asked for at one of three moments:
- ·Before lawyers are involved, to find out whether a buyout can simply be agreed
- ·For a mediation, so the day is spent on a reasoned figure and not on two guesses
- ·After a claim has been filed, to test what the other side is putting forward
What is being valued, and on which day
A dispute valuation begins by pinning down the thing itself. All of the shares, or one parcel? Ordinary shares only, or other classes as well? Do loans between the company and its shareholders come into it? The answers are in the constitution, the share register and any shareholders agreement, and the report records what each one says.
The date matters just as much. A company can be worth one amount on the day a director was shut out, another when proceedings were started and another today. Where the date is itself contested, a single engagement can value the shares at each date in question, so everyone can see how much turns on the choice.
The question of a minority discount
A 30 per cent shareholding does not carry control. Sold on the open market, it would usually fetch less than 30 per cent of what the whole company is worth. Whether that discount should apply between co-owners who are parting ways is often the largest single point of difference in a dispute.
It is not a point for the valuer to settle. It turns on the shareholders agreement, on what the parties accept and, in the end, on a court. So where it is in issue the report gives both figures, the proportionate share of the whole company and the value of the parcel on its own, and explains the gap between the two.
How a valuer deals with accounts that are part of the fight
In a dispute the accounts are rarely neutral ground. One owner may say the other has been overpaid, has put private costs through the company or has moved work to a related business. A valuation has to meet those claims in the open, not around them.
Each adjustment is shown on its own line with the evidence for it, so a reader who rejects one can see exactly what it does to the value. The usual ones are:
- ·Pay and benefits to the owners, restated at what each role would cost on the market
- ·Dealings with related businesses, compared with arm’s length terms
- ·One-off income and costs, including the cost of the dispute itself
- ·Customers, staff and contracts that may leave with the departing owner
- ·Loans to and from shareholders and directors
What the report is for, and what it is not
Our fixed-fee report is written for advice, negotiation, mediation and settlement. It gives the value and the range around it, the method and the reason it was chosen, and every assumption and limit. The valuer responsible signs it after a second valuer has reviewed it.
It is not written as expert evidence. Should the matter go to a hearing and an expert witness be needed, that is a separate engagement with its own scope and fee, agreed in writing beforehand and prepared to the rules of the court concerned.
Where these disputes are heard in Sydney, and what the law leaves open.
A claim that a company is being run oppressively is brought under Part 2F.1 of the Corporations Act 2001. The grounds are that the conduct of the company’s affairs is contrary to the interests of the members as a whole, or is oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member (section 232). The orders a court can then make include an order that a member buy another’s shares, or that shares be bought with an appropriate reduction of the company’s share capital (section 233).
In Sydney such a claim goes to the Supreme Court of NSW, whose Equity Division has a Corporations List, or to the Federal Court. Both courts are in the Law Courts Building at Queens Square. The District Court of NSW is not among the courts the Act names for these orders (section 58AA).
The Act does not set the price
Section 233 allows a court to order a buyout. It says nothing about how the shares are to be valued. The date, the basis of value and any discount are argued in each case, which is why the valuation evidence carries so much weight.
Winding up is the alternative
A court may also order that a company be wound up if it is of the opinion that this is just and equitable (section 461(1)(k)). Winding up ends the business for everyone, which is one reason co-owners more often settle on one side buying out the other.
Evidence for a hearing follows the court’s own rules
In NSW civil courts, expert evidence is dealt with in the Uniform Civil Procedure Rules 2005, which include an expert witness code of conduct. The Supreme Court’s practice note on expert evidence in the Equity Division says that generally only one expert on each issue is allowed for each side, and that the experts should confer before trial and produce a joint report. A report written for negotiation is not written to those rules.
What the valuer will ask you for.
Nothing is needed to ask for your fee. Once you go ahead, these are the records we usually ask for, sent through our secure client portal.
- ·The company constitution and any shareholders agreement
- ·The share register, with the rights attached to each class of share
- ·Three to five years of financial statements and company tax returns
- ·Current management accounts and the general ledger
- ·Loan accounts between the company and its shareholders or directors
- ·What each owner has been paid, in salary and in other benefits
- ·Any earlier valuation of the company, and any offer made for the shares
- ·The date, or dates, at which each side says the shares should be valued
Shareholder disputes: questions we are asked.
Can both sides of a dispute use the same valuation?
Yes, if they agree to. Co-owners sometimes instruct us together so that there is one independent figure on the table, and each receives the same report. Where only one side instructs us, the report is still an independent opinion and not an argument for that side. The conclusion goes where the evidence goes.
Will my shares be discounted because I hold a minority?
That depends on your shareholders agreement and, if the matter reaches a court, on the court. It is not something the valuer decides. Where the point is in dispute, our report shows the value both ways, as a proportionate share of the whole company and as a parcel on its own, so you and your lawyer can see what the discount is worth in dollars.
Which court in Sydney hears a shareholder oppression claim?
The Supreme Court of NSW and the Federal Court can each hear a claim under Part 2F.1 of the Corporations Act 2001. The Supreme Court’s Equity Division has a Corporations List for company matters. Both courts are in the Law Courts Building at Queens Square in the Sydney CBD. Whether and where to file is a question for your lawyer.
Is your report enough if the dispute goes to a hearing?
Not on its own. The fixed-fee report is prepared for negotiation, mediation and settlement. Evidence for a hearing is a separate engagement, agreed in writing first, because an expert report has to meet the court’s rules on expert evidence. If the matter settles, the first report is all that is needed.
What date are the shares valued at?
The date the parties agree on, or each date they are arguing for. The usual candidates are the day the conduct complained of began, the day proceedings were filed and the present day. Because the value can differ from one to the next, we can value the shares at more than one date in the same engagement. Each further date is agreed with you at the start.
What if I do not trust the company’s accounts?
Then the report tests the items in question against the source records and shows each adjustment separately. Where an owner’s pay, a charge from a related business or a private expense is disputed, the report says what was recorded, what a market figure would be, the evidence for the change and its effect on the value. Where something cannot be verified, the report says so.
Where the rules on this page come from
This page describes the rules in general terms. It is not legal, tax or duty advice: your lawyer or accountant advises on how a rule applies to you.
- ·Corporations Act 2001, Part 2F.1 (sections 232 and 233) and section 461, Federal Register of Legislation
- ·Equity Division and its lists, Supreme Court of NSW
- ·Law Courts Building, Queens Square, Supreme Court of NSW
- ·Contact the NSW registry, Federal Court of Australia
- ·Practice Note SC Eq 5, Expert Evidence in the Equity Division, Supreme Court of NSW
- ·Practice Note SC Gen 11, Joint Conferences of Expert Witnesses, Supreme Court of NSW
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Page last reviewed on 15 November 2026. Business Valuations Sydney, 32 York Street, Sydney NSW 2000.
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