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When the co-owners of a Molendinar joinery business or the partners in a Southport accounting firm can no longer work together, the argument is really about the exit price. We set that price in a way the other side's expert has to answer, not wave away.
Indicative valuations from A$799. Certified Summary and Detailed reports from seven business days.
Gold Coast shareholder and partnership disputes usually end with one owner buying out another, and the buy-out needs a price that survives challenge. We value the interest with and without a minority discount, at each date the case calls for, restore value removed by oppressive conduct, and set out reasoning built for the Supreme Court of Queensland.
Two directors of a Burleigh Heads surf and lifestyle brand who now speak only through their solicitors; three partners in a Southport accounting practice, one of whom wants out; a family company running holiday apartments in Broadbeach where the siblings on the payroll have stopped paying dividends to the one who is not: disputes like these rarely finish with a winding up. They finish with a buy-out. Under sections 232 and 233 of the Corporations Act 2001 the Court can step in where a company's affairs are conducted oppressively or unfairly, and the order it makes most often is for the other members or the company to buy the aggrieved member's shares.
A buy-out order cannot work without a price, and fixing that price is a matter of judgement, not just calculation. The basis of value, the valuation date and whether a minority discount applies all depend on what conduct the Court finds proved, not on a valuer's habits. A report good enough for a lender or an auditor can fail in the witness box if it took for granted findings the Court had yet to make.
The same holds before anyone files. A buy-out under a shareholders agreement, a partnership dissolution and an expert determination all turn on a value disputed between owners who no longer trust each other. Many Gold Coast disputes are mediated first, by a private mediator or, for some small business disputes, through the Queensland Small Business Commissioner, and a figure from a valuer neither side controls is often what gets the parties to a negotiated exit. If mediation fails, that figure becomes the core of the valuation evidence in court.
We act for shareholders, partners and their lawyers across the Gold Coast, from family companies in the Molendinar, Arundel and Yatala industrial areas to professional practices in Southport and Bundall and clinics around Robina and the Parklands health precinct. We can be retained by one party, jointly appointed by both, or engaged as the determining expert whose figure the parties have agreed in advance to accept.
A certified valuer will listen to your situation and answer any questions you may have, at no cost.
Whether the conduct was oppressive is for the lawyers to argue and the Court to decide. The valuer's job is to show how each possible finding changes the number, because the swings are large.
Section 232 applies where the conduct of a company's affairs, an act or omission, or a resolution of members is contrary to the interests of the members as a whole, or is oppressive to, unfairly prejudicial to or unfairly discriminatory against a member. Unfairness is judged objectively and in commercial terms, and there is no need to prove dishonesty. Common complaints include removal from management, business steered to a related entity, directors paid far above market, years without dividends, accounts withheld, dilutive share issues and generous related-party arrangements.
In an ordinary sale a minority parcel in a private company is worth less per share than a proportionate slice of the whole, because its holder has no control and few buyers. In oppression cases courts have often declined to apply that discount, reasoning that a member forced out should not hand the majority a further gain. A quasi-partnership history, how the member came to hold the shares and whether the conduct caused the exit all bear on it. Our report gives the value with and without the discount, and the difference between the two.
The usual starting point is the hearing or the date of the order. Where the conduct has depleted the company, that date rewards the party responsible, so the other side may press for an earlier date, such as when the member was excluded or when proceedings began. A third path is a current valuation with the lost value restored. Valuers are commonly asked for figures at two or more dates.
Where value has been drawn out, the valuation may need to add it back: directors' pay above the market rate for the role, proven by salary benchmarking rather than assertion; work and margin shifted to another entity; rent, management fees and related-party loans restated to arm's length terms; private costs met by the company. These adjustments often move the result more than the choice of method does, and each is contested on its own.
Where the constitution or a shareholders agreement contains a price formula, pre-emptive rights or a compulsory transfer clause, that clause governs a contractual buy-out, and the first task is to pin down what it actually requires: fair value or market value, at which date, and decided by whom. In oppression proceedings the Court's powers under section 233 are not limited by the agreement, so the formula becomes evidence for the Court to weigh, especially where the minority says the formula was itself part of the unfairness.
The techniques are those used for any private company; what changes in a dispute is that each side attacks every assumption. A trading company is usually valued mainly through the income approach, applying a capitalisation rate or multiple supported by comparable evidence to the earnings it can sustain once the accounts are normalised. The majority will argue for lower earnings and a lower multiple and the minority for higher ones, so every input needs a documented source rather than a judgement call.
Forecasts prepared by the controlling party after the relationship broke down are approached with caution; we form and state our own view rather than adopting them. The asset approach comes forward where the company holds property or investments, where trade is falling, or where the Court is weighing a winding up against a buy-out and needs to know which leaves the minority better off. Earlier share transfers, offers received and buy-ins by other members are relevant market evidence, although a related-party transaction or a price fixed by an untested formula carries less weight, and the minority will often argue that a low past price was itself part of the oppression.
A Gold Coast partnership split asks the same questions in a different form. Under the Partnership Act 1891 (Qld), unless the partnership agreement says otherwise, each partner's share on dissolution depends on the value of the partnership property, and for a professional practice the largest item is usually goodwill. Whether that goodwill stays with the firm or leaves with the departing partner settles most splits in accounting, legal, engineering, medical, dental and allied health practices, from Southport and Bundall offices to clinics near Gold Coast University Hospital and Robina Hospital.
When a shareholder dispute valuation fails, it is usually for one of these reasons, and most of them take hold before a single number is calculated.
Report depth follows the audience, not the turnover. Two partners negotiating in good faith need less than a party whose figure will be pulled apart by the opposing expert, then a mediator, and finally a judge of the Supreme Court of Queensland.
Every dispute report records who instructed us and the questions asked, the facts assumed and the documents reviewed, then moves step by step from those facts to each conclusion so a reader new to the file can follow it. Where several bases or dates are requested, the figures are shown together and the differences explained. Any limitation, such as a document one party failed to provide, is disclosed in plain terms. We write on the assumption that another expert will hunt for the weakest point, because in litigation someone always does.
In the Supreme Court of Queensland, and in the District Court of Queensland sitting at the Southport courthouse, the report complies with Chapter 11 Part 5 of the Uniform Civil Procedure Rules 1999 (Qld), under which the expert's duty to the Court overrides any duty to the client; in the Federal Court it follows that Court's expert evidence practice note. The certified valuer who signs it attends conferences of experts, contributes to joint reports recording what is agreed and what is not, and gives evidence, alongside the opposing expert if the Court directs concurrent evidence. We also review the other side's report as consultants, identifying unsupported assumptions and productive lines of cross-examination, and act as determining expert where both parties have agreed to be bound.
Will you meet the other side's expert and then defend this report in the Supreme Court of Queensland, giving evidence beside them if the Court so directs? An expert who will not be cross-examined on their own opinion is of little use once proceedings are under way.
Talk your situation through with a certified valuer before you commit to anything, at no cost.