Shareholder dispute valuations for Melbourne companies, signed and independent, from $1,495 + GST.

An oppression buy-out has no set valuation date. The hearing or the order is a common starting point, but the court can choose another date if fairness calls for it, such as when proceedings began or when the conduct started. The choice matters. If the conduct damaged the company, an earlier date captures the value before the damage. If the business has grown since the minority was shut out, the date decides whether they share in that growth. We value at the date we are instructed on. Where the date itself is in dispute, we value at each candidate date so your lawyer can argue the point with figures.

On an ordinary sale, a minority parcel in a private company is usually worth less than its share of the whole, because it carries no control and is hard to sell. A buy-out ordered as a remedy is different. Following the Full Federal Court in Dynasty Pty Ltd v Coombs (1995), courts have often refused to discount the price, reasoning that the oppressed shareholder is not a willing seller and the majority should not profit from its own conduct. The usual starting point is a pro rata share of the whole company's value. The court keeps a discretion, so where the point is live our report shows both the undiscounted and the discounted figure.

Where the conduct drained value from the company, the valuation has to restore it on paper. Typical adjustments are pay to controllers above the market rate for the work they actually do, related-party rent, fees, loans or service charges on non-market terms, and profit from opportunities diverted to entities the majority controls. Each one lifts the earnings or net assets the price rests on, and each will be challenged. Pay adjustments need benchmarking against the role. Related-party adjustments need the actual agreements and market comparisons. Diverted opportunities need tracing into the other entity's records. We build each adjustment on its own evidence, so losing one does not bring down the rest.

A valuation put before a court is expert evidence and is tested as expert evidence. Our fixed-fee report is for negotiation and settlement; it is not an expert witness report. If the matter needs expert evidence, we scope and quote that work in writing up front, and credit the fee already paid to the extent the earlier work can be used. An expert report is written to the expert evidence rules of the court hearing the matter, with the expert's overriding duty to the court acknowledged, the material relied on disclosed, and reasoning clear enough to test. Our fees never depend on the outcome, because that would undermine the independence the evidence relies on. Every report is signed, carries an independence statement, and the working file is kept for ten years.

Section 1337B of the Corporations Act gives civil jurisdiction to the Federal Court and to each state Supreme Court, so a Melbourne oppression claim is usually run in the Supreme Court of Victoria or the Federal Court in Melbourne. Before anyone files, read the shareholders' agreement and the constitution. Many private companies have a buy-out clause, a deadlock procedure or a valuation formula, and the price may first be fixed under that clause. We value under the agreement's basis when instructed, and show market value beside it where they differ. If the dispute is really between spouses or former partners, it belongs in family law: our dedicated family law practice, Family Law Valuations (familylawvaluation.com.au), handles those matters.