Valuation of unquoted companies


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Case studies

Well-known club/restaurant : Expert determination

Staff recruitment company : Expert determination of earn-out

Family dispute over inheritance : Expert determination

Investment Bank : Employee share scheme : Expert witness

Safari companies : Matrimonial dispute : Expert witness

Divorce case : Matrimonial dispute : Expert witness

Section 459 case : Expert witness

Investment bank in liquidation : Valuation advisory services

US investment bank : Litigation advice

Oil company : Expert witness : Litigation support

Famous club/restaurant

Angela Hennessey was appointed by the President of the ICAEW to determine the price the 51 per cent shareholder in a famous club/restaurant would have to pay to exercise an option to buy out the holder of the remaining 49 per cent. Before reporting, she was also appointed by the ICAEW, with the agreement of the parties, to value the 51 per cent interest over which the minority shareholder also claimed an option. In the event, the parties agreed to the purchase and sale of the 49 per cent at the determined price.

Earn-out dispute

The President of the ICAEW appointed Angela Hennessey to determine the amount payable by the purchaser of a specialist recruitment consultant under the ‘earn-out’ provisions of the sale and purchase agreement.

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Listed international investment bank

Angela Hennessey acted as independent expert for an international investment bank in a case brought by two former directors of a subsidiary company. The former directors alleged unfair dismissal and claimed a loss arising from not being able to take advantage of a phantom share scheme. The directors were claiming a loss in excess of £4 million. Angela Hennessey quantified the loss at less than £100,000 and a settlement was reached on the basis of her report.

Valuation of shares in a group of African safari companies

Angela Hennessey acted as the independent expert in a divorce case in valuing a number of interests in a group of African safari companies operating under a well-known name. These companies were involved in the marketing and provision of exclusive safaris to the remoter parts of East Africa and other activities related to conservation and tourism. The case settled at the door of the court on the day that she was to give evidence. Her report was instrumental in achieving the settlement.

Divorce case

Angela Hennessey was appointed as expert to a party to a divorce where the matrimonial property included shares in a private limited company with significant intellectual property rights. After exchange of expert witness reports and the agreement of a joint statement of matters upon which the two experts could and could not agree the case settled.

Section 459 case

Angela Hennessey acted as an expert in a section 459 case where a 25% minority shareholder had been excluded from the management. The remaining three shareholders/directors subsequently put the company into liquidation and continued the business through another company which they wholly owned. Her valuation report, which was prepared on the basis that the business was continuing, was accepted by Counsel acting for the remaining shareholders and a settlement was reached.

Investment bank in liquidation

In her capacity as a consultant to RSM Robson Rhodes, which was acting for one of the three defending firms of accountants, Angela Hennessey was asked to comment on the valuation report of the expert appointed by the claimant, the liquidators of a bank. The bank had gone into liquidation as a result of financial irregularities perpetrated by an employee and the liquidators claimed damages against the former auditors. She was also asked to comment on a joint expert report for the defence. The case, one of the largest of its kind, subsequently settled.

Pre-discovery report on a valuation carried out by a United States investment bank

A City firm of solicitors required a preliminary opinion on a valuation carried out by a major US investment bank in order to assist its client, a company listed in Israel, in deciding whether to serve a statement of claim against the bank for negligence. The Israeli company had commissioned the bank to carry out a valuation of a commodity trading company prior to its acquisition in the 1990s. The acquired business subsequently had to cease trading. Angela Hennessey led a small team from RSM Robson Rhodes. Their report included a detailed review of the historical financial results and the profit projections used by the bank in preparing its discounted cash flow valuation, a review of the complex intra-group trading and debt position to the extent that information was available, comments and conclusion on the value based on this analysis and comments on the further information that would be required to quantify the claim. The client was extremely pleased with the report but for unconnected reasons decided not to pursue the claim in the United Kingdom courts.

Leading oil company

Angela Hennessey was responsible for preparing a report for a major UK oil company in a claim against the directors for fraudulent misrepresentation relating to profit projections provided at the time of a sale of a majority stake in a South African listed company. She reported on the validity of the misrepresentation claims and the quantification of the loss in the value of the shares following the take-over. At the time of the preparation of her report the case had already been booked for a five week hearing in South Africa and the UK legal team had made all the arrangements to attend. However, as a result of her report a negotiated settlement was reached and the case did not proceed to court.

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Dispute resolution | Independent expert | Commercial valuation | Tax valuation
Employee shares | Matrimonial | Fiduciary valuation | Intellectual property