By Bill Anderson, FCCA, Chief Executive Officer, Assetica — 2026-06-20
When partners fall out, the number decides the outcome. How an independent valuation works in a UAE shareholder dispute or exit, why independence is everything, and what makes a valuation stand up in DIFC, ADGM and onshore proceedings.
In a dispute the buyer wants the stake low and the seller wants it high, so a valuation produced by either party's own accountant carries little weight. An independent valuation serves neither side, and that impartiality is what lets it settle a negotiation, satisfy a court, or be accepted as a single joint expert opinion. Independence from audit and deal-broking conflicts is the most important trait.
A dispute valuation turns on the shareholder agreement (which may specify fair value, a formula or an agreed multiple), minority and marketability discounts for non-controlling stakes, normalised earnings stripping out owner-related and one-off items, and the correct valuation date (often the date of departure or the triggering event, not today).
The UAE has parallel systems: the common-law DIFC and ADGM courts and the onshore civil system. A valuation used in proceedings must be the kind a court or tribunal will rely on, with demonstrable independence, transparent methodology and reasoning rather than a bare number. The same report often supports a negotiated buy-out without reaching court.
Who should value a business in a shareholder dispute?
An independent valuer with no stake in the outcome and no audit or broking conflict. A valuation produced by either party's own accountant carries little weight because of the built-in incentive. Independence is what gives the number authority.
Does a minority shareholding get a discount?
Often yes. A non-controlling stake can be worth less per share than a controlling one, and a marketability discount may also apply. Whether and how much depends on the facts and the shareholder agreement, and it frequently decides the gap between the parties.
Will the valuation be accepted by DIFC or ADGM courts?
A valuation that is demonstrably independent, uses recognised methodology and explains its reasoning is the kind courts and tribunals rely on, including the DIFC and ADGM courts and onshore proceedings. The same report often supports a negotiated settlement without litigation.