EducationShareholder dispute

Shareholder dispute: closing a £166,000 gap between two valuers

Details have been anonymised and some figures rounded to protect client confidentiality.

Sector
Alternative education provider
Purpose
Shareholder exit after a dispute
Size
c.£830,000 turnover
Region
South East England

£224,000

Central value of the whole company

c.⁠£390,000

Second valuer's figure

£56,000

Each 25% holding, pro rata

12 pages

Line-by-line reconciliation of the two reports

The situation

Four directors each owned 25% of a growing alternative education provider. After a breakdown in relationships, some wanted out. The company instructed us, and a second firm was also asked to value it.

The difficulty

The second valuer reached around £390,000. Our figure was £224,000. With no shareholders' agreement and no price mechanism in the articles, the shareholders needed to understand why two professionals were so far apart.

What we did

Our report charged all four working directors at their current salaries for a full year, because that is the cost a buyer inherits. We also held back working cash for the summer months, when no income comes in. We then produced a separate reconciliation note that walked from the other valuer's figure to ours, step by step. More than the whole of the difference came from one point. The other report treated the directors' pay as already at market rate, although the forecast it relied on carried the full wage bill.

The outcome

Whole company value of £202,000 to £246,000, central £224,000. Each 25% holding was £56,000 pro rata, with discount scenarios shown but not recommended. Where the other valuer's approach was reasonable, the note said so.

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