Press & media / Commentary

Culligan v Rosemin-Culligan and NI v AD: what two judgments mean for valuing a business on divorce

In July 2026 the Court of Appeal held that sharing an illiquid business between divorcing spouses is not a last resort. Nine months earlier, the High Court took two experts' multiples of 8.5x and 7.5x, adopted 8x and applied no minority discount. Together they change what a single joint expert should be asked.

James Nelson · 15 October 2026

Culligan tells the court it can share the business itself, not just a figure for it. NI v AD shows what happens when two experts are a turn of EBITDA apart: the judge takes the middle. Either way, a valuation for divorce has to explain risk and liquidity, not just produce a number.

In Culligan v Rosemin-Culligan [2026] EWCA Civ 948, handed down on 24 July 2026, the Court of Appeal (Moylan LJ, with Coulson and Arnold LJJ agreeing) held that there is no principle that Wells sharing is only a last resort or confined to a minority element of an award (para 67). In NI v AD [2025] EWHC 2997 (Fam), Trowell J adopted an 8x EBITDA multiple between two experts' 8.5x and 7.5x, and applied no minority discount.

What is Wells sharing?

Wells sharing comes from Wells v Wells [2002] EWCA Civ 476. It means dividing both the safe assets and the illiquid, risky ones fairly between divorcing spouses, so both share the risk. In practice, one spouse keeps an interest in the value of the business, through shares or a share of future proceeds, instead of receiving its value in cash.

What did the Court of Appeal decide in Culligan?

• The facts. Total wealth was just over £27m net. The husband's shares in Colendi, about 3.6% of its capital, were valued at £19m gross, about £13.7m net (paras 15, 32, 35). At first instance ([2025] EWFC 1), MacDonald J gave the wife 30% of the Colendi value and transferred the £7m former matrimonial home to her.
• The principle. The "last resort" and "minority element" language came from an earlier High Court decision and was not part of the reasoning in Versteegh v Versteegh [2018] EWCA Civ 1050 (para 66). There is no principle limiting Wells sharing in that way, though such orders should still be approached with caution (para 67).
• The outcome. The judge had been led into error (para 70). The Court of Appeal ordered equal sharing: the wife receives 50% of the Colendi value, and the home is to be sold, with the husband receiving 40.4% of the net proceeds (para 91).
• On valuation. The court accepted the £19m figure might be reliable, but it was still a snapshot, and the future value of the shares was highly uncertain (para 88). It also noted that a valuation opinion differs in quality from cash (para 55).

Why does Culligan matter for business valuations?

A reliable valuation does not settle what is fair. The court must still balance risk and illiquidity between the spouses. In Martin v Martin [2018] EWCA Civ 2866, the Court of Appeal set out the broad choices: fix a value, order a sale, or divide the asset in specie (para 93). Culligan makes the third option a mainstream one.

That changes what a valuation has to cover. The question is no longer only what the business is worth today, but how liquid that value is, how volatile it could be, and when it could be realised. In Culligan, the expert's evidence was that the husband could extract effectively nothing from the shares at present, and dividends might not be paid for three years (para 22).

What happened in NI v AD when the experts disagreed?

• Agreed earnings. Both experts used EBITDA of £6.39m for the company.
• Different multiples. The single joint expert applied 8.5x, from a range of 7.5x to 8.5x. The husband's own expert applied 7.5x. That gave values of £54.3m and £47.9m (paras 27, 66).
• The judge's answer. Trowell J found no good reason to prefer one expert to the other and adopted 8x (para 66). That implies about £51m, our arithmetic rather than the court's.
• How multiples are chosen. The single joint expert's evidence, recorded by the court, was that selecting a multiple is a matter of experience and judgement rather than strict arithmetic (para 62).

A one-turn gap in the multiple was worth £6.4m. When experts disagree and neither explains why their figure is better, the court may simply take the middle.

Does the court apply a minority discount in divorce?

Not automatically. In NI v AD, the husband's expert applied a 30% minority discount, and both experts agreed that 30% was the right figure if any discount applied (para 27). Trowell J held it was not relevant on the facts. Both sides assumed the business would continue, a sale agreed by the co-owners would divide the proceeds by shareholding, and there was no evidence the co-owners would buy the husband's shares. He treated the 30% at best as an indicator of an illiquidity discount (paras 71 to 72).

This contrasts with tax valuations, where a minority holding is normally discounted on an open market basis. In divorce, the court asks whether a discount reflects something that will actually happen. See also minority discounts in shareholder dispute valuations.

What should a single joint expert now be asked?

Instructions under Part 25 of the Family Procedure Rules can now usefully ask the expert to cover:

• A sensitivity table showing value at a range of multiples, with reasons for the chosen point.
• Liquidity and extractability: what cash the owner could take out, through dividends or otherwise, and when.
• Exit routes: realistic sale, buyback or refinancing options, and their timing.
• Transfer restrictions in the articles or a shareholders' agreement.
• Discounts: whether any minority or marketability discount reflects a sale that is actually likely.
• Tax on extraction: the latent tax if value is taken out of the business.
• Dilution and future funding: how new investment could change the value of the shares.
• The valuation date, and what could change between that date and the hearing.

What does this mean for a divorcing business owner?

• Your spouse may keep a share of the business value rather than take its equivalent in cash.
• Don't assume a minority discount will apply to your shares.
• A reasoned range is more persuasive than a single figure without explanation.
• An early, independent indicative valuation gives both sides a reliable starting point before a formal single joint expert is instructed. See our business valuation for divorce and financial remedy proceedings.