Corporate Matters, Buyout Claims and Valuation
When a partner leaves, a company is dissolved, or an ownership interest changes hands, it becomes necessary to determine the value of what is being settled, according to the criterion set out in the articles of association, the bylaws or the applicable court decision.
Context in which the problem arises
Valuing a withdrawing shareholder's interest combines accounting and economic elements: the balance-sheet determination restates assets and liabilities at current values, goodwill and other intangibles may or may not be included in the calculation, and the valuation date changes the result. The criterion chosen for each of these must be made explicit.
When this analysis is needed
- Withdrawal, expulsion or death of a partner.
- Dissolution and winding-up of companies.
- Disputes between shareholders and officers.
- Contested mergers, spin-offs and acquisitions.
Questions typically analyzed
- Valuation of a withdrawing shareholder's interest in company dissolution and buyout proceedings
- Balance-sheet determination
- Goodwill
- Business valuation
- Asset-based valuation of companies
- Valuation of economic groups and conglomerates
- Winding-up of business and civil companies
- Disputes arising from mergers, spin-offs and acquisitions
- Corporate disputes and controversies
How SGEx Approaches This
SGEx identifies the applicable valuation criterion, fixes the valuation date, restates assets and liabilities with the corresponding adjustments, values intangibles where relevant, and presents the resulting value together with the assumptions that determine it.
Possible Work and Deliverables
The format is defined according to the case, the proceeding and the purpose of the work.
- Balance-sheet determination
- Buyout valuation report
- Valuation report
- Review of a report
- Expert questions and clarifications
Related Experience
Other SGEx Solutions
Services, specialties, contexts and industries connected to this topic under SGEx's relationship matrix.
Related Services
- Business and Asset ValuationValuation of companies, ownership interests and assets for disputes, corporate transactions, succession matters and court proceedings.
- Accounting Expert ExaminationIndependent expert examination of accounting records, financial statements and calculations, prepared for judicial, arbitral and administrative proceedings.
- Economic and Financial Expert AnalysisAnalysis of values, cash flows, economic assumptions and financial models in disputes and decisions that turn on quantification.
Related Specialties
- Damages, Losses and Economic QuantificationLost profits, actual damages, lost revenue, indemnities and the liquidation of court judgments.
- Contracts and Commercial RelationsEconomic and financial imbalance, contractual disputes, and commercial agency, distribution and dealership agreements.
- Forensic Accounting and AuditAccounting reconstruction, tracing of financial flows, analysis of financial statements, contingencies and fraud investigation.
- Construction, Infrastructure and Public ContractsConstruction claims, project costs, cost overruns, delays, rebalancing and concession agreements.
Related Areas of Practice
- Corporate and Shareholder DisputesDisputes among shareholders, partners and officers, corporate dissolutions, buyout claims and disagreements over financial results.
- Mergers and AcquisitionsPurchase, sale, merger and spin-off transactions, and the price and indemnity disputes that arise from them.
- Wealth, Family and Succession MattersDivorce settlements, probate proceedings and marital disputes that call for the determination, valuation and tracing of assets.
Related Industries
- Financial and Capital MarketsFinancial institutions, investment funds, investors and publicly listed companies involved in disputes, valuations and financial reviews.
- Hospitality and Real EstateHotels, real estate developments and property assets involved in valuations, corporate disputes and insolvency.
- AgribusinessProducers, cooperatives, trading companies and agro-industrial businesses involved in valuations, succession matters and judicial reorganization.
- Industry, Manufacturing and Consumer GoodsManufacturers and consumer-goods producers involved in valuations, and in commercial, tax and corporate disputes.
- Entertainment, Arts and Creative EconomyProducers, artists, publishers, events and cultural projects in disputes over revenue, rights, box office and accounts.
- Games, Esports and Digital EntertainmentStudios, publishers, esports teams, tournament organizers and platforms in disputes over revenue, royalties, valuation and contracts.
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