Valuation in Shareholder Disputes: Fair Value, Discounts, Buy-Sell Agreements, and the Contrasting Perspectives of Minority and Controlling Stakeholders

This session examines the critical distinctions between fair value and fair market value in shareholder disputes. Participants will learn how these standards differ by jurisdiction, their legal definitions, and strategic approaches for early dispute resolution before litigation becomes necessary.

Explore when and how discounts for lack of control and lack of marketability are applied to minority shareholder interests. This session covers the legal and practical considerations that determine where a company falls within industry valuation multiples and how qualitative factors affect outcomes.

Examine how well-drafted buy-sell agreements can prevent disputes by establishing clear triggers, pricing mechanisms, and payment terms. Learn to identify problematic agreement language and essential components that minimize ambiguity in contentious shareholder situations.

A brief intermission allowing participants to refresh before continuing with the remaining program sessions.

This session discusses strategies for addressing competing interests between minority and majority shareholders while fostering fair resolutions. Topics include minority protection rights, preemptive provisions, and mechanisms to prevent majority shareholder abuse of control.

Review real-world examples highlighting best practices and common pitfalls in navigating shareholder valuation disputes. Participants will examine shadow company schemes, breach of fiduciary duty scenarios, and lessons learned from contentious ownership conflicts.