Getting a Second Opinion: How to Challenge a Business Valuation
By Bill Anderson, FCCA, Chief Executive Officer, Assetica · Published 2026-07-21
Direct Answer: A business valuation can absolutely be challenged, because it is an expert opinion, not a fact. The legitimate grounds are specific: earnings that were not properly normalised, comparables that do not genuinely compare, a discount rate asserted rather than evidenced, discounts for control or marketability applied without justification, or a basis of value that does not match the purpose of the exercise. A professional second opinion re-performs the reasoning, and it ends one of two ways, both useful: the number is confirmed and you can proceed with confidence, or the flaws are documented and you have an evidenced basis to renegotiate or contest.
Sooner or later most owners receive a valuation that feels wrong: the buyout offer that seems to ignore half the business, the other side's expert report in a dispute, the bank's number that came in far under expectations. The wrong response is to argue from feeling. The right one is to have the report examined by someone qualified to say whether the method, not just the answer, holds up.
A valuation is an opinion, and opinions have workings
Every valuation rests on a chain of judgements: what the maintainable earnings really are, which companies or transactions are comparable, what discount rate reflects the risk, what discounts apply to the specific stake, and what basis of value the purpose demands. Each link can be tested. A report that shows its workings invites that test and survives it when the work is sound. A report that presents a number with minimal reasoning is making a claim to authority it has not earned, and that is usually the first sign the number will not survive scrutiny. Our guide to how the methods work sets out what the chain should look like when built properly.
The five places valuations actually fail
Normalisation: owner salaries, one-off items and related-party pricing left unadjusted, or adjusted in only one direction. Comparables: multiples borrowed from businesses of a different size, market or risk profile, the single most common flaw we see in UAE reports. The discount rate: asserted to one decimal place with no build-up from evidence. Discounts and premiums: lack-of-control and marketability discounts applied mechanically, or conveniently omitted, without analysing the actual stake, the pattern discussed in our guide to valuation discounts. Basis of value: a market value exercise answering a fair value question, or vice versa, which quietly changes the answer by design.
How a professional review works
A review engagement is not simply a rival valuation. It starts by re-performing the reasoning of the existing report: testing each input against the evidence, checking the arithmetic and the internal consistency, and identifying which judgements drive the conclusion and whether they are defensible. Sometimes the outcome is confirmation, and that is a genuinely valuable result: proceeding on a number you have stress-tested is different from proceeding on hope. Where the report fails, the review documents precisely why, in terms a counterparty, a tribunal or a bank can follow. Where instructed, we then produce our own valuation, so the critique and the alternative arrive together.
Disputes, courts and the joint expert route
In a contested matter, a shareholder dispute, a matrimonial case or a challenged buyout, the two sides' numbers often sit 30 to 50 percent apart, and the gap is where the fight lives. The DIFC and ADGM courts give weight to methodology they can follow, so the expert whose workings are transparent tends to prevail over the one with the confident summary. Often the fastest resolution is a single joint expert accepted by both sides, the approach described on our page for professional advisers. Assetica provides review, second opinion, expert witness and joint expert engagements across the UAE to RICS and IVS standards, with no audit or brokerage conflicts on either side; see our work on shareholder dispute valuations for the contested end of this spectrum.
Frequently Asked Questions
Can a business valuation be challenged?
Yes. A valuation is an expert opinion, not a fact, and opinions built on weak inputs or misapplied methods can be examined and rebutted. The legitimate grounds are specific: earnings that were not properly normalised, comparables that do not compare, a discount rate asserted rather than built, discounts or premiums applied without justification, or a basis of value that does not match the purpose. Disliking the number is not a ground; showing the method produced the wrong number is.
When should I get a second opinion on a valuation?
Whenever the number carries real consequences and something about it does not sit right: a buyout offer far below your sense of the business, a valuation produced by the other side's accountant, a figure that swung sharply from a previous assessment without an obvious cause, or a report that will not show its workings. A second opinion either confirms the number, which is itself valuable, or gives you an evidenced basis to renegotiate.
What does a valuation review actually examine?
The review re-performs the reasoning rather than just re-running the model: whether earnings were normalised correctly and consistently, whether the comparables genuinely compare in size, geography and risk, whether the discount rate is built from evidence, whether discounts for control or marketability are justified for that specific stake, and whether the stated basis of value matches the purpose. Most flawed valuations fail on two or three of these, and the failures are usually visible quickly.
Is a second valuation worth the cost in a dispute?
Where the gap at stake is material, almost always. In a shareholder dispute, a matrimonial matter or a contested buyout, the difference between the two sides' numbers is often 30 to 50 percent of the value, and a rigorous rebuttal or joint expert process settles most of them before a hearing. Courts in the DIFC and ADGM give weight to methodology they can follow, so the review that shows its workings tends to be the one that prevails.
Can Assetica review a valuation prepared by another firm?
Yes. We provide independent review and second opinion engagements: a critique of the existing report's methodology and inputs, our own valuation where instructed, and expert or joint expert evidence where the matter is before a court or tribunal. Because Assetica does not audit or broker deals, the review carries no conflict with either side's other advisers.
Need a valuation reviewed?
Assetica examines the methodology, documents what holds and what fails, and provides its own figure where instructed. Review, second opinion and joint expert work to RICS and IVS standards.
Request a review →This article is general information on valuation reviews, not legal advice. In contested matters, instruct your legal advisers alongside any expert engagement.
Frequently Asked Questions
Can a business valuation be challenged?
Yes. A valuation is an expert opinion, not a fact, and opinions built on weak inputs or misapplied methods can be examined and rebutted. The legitimate grounds are specific: earnings that were not properly normalised, comparables that do not compare, a discount rate asserted rather than built, discounts or premiums applied without justification, or a basis of value that does not match the purpose. Disliking the number is not a ground; showing the method produced the wrong number is.
When should I get a second opinion on a valuation?
Whenever the number carries real consequences and something about it does not sit right: a buyout offer far below your sense of the business, a valuation produced by the other side's accountant, a figure that swung sharply from a previous assessment without an obvious cause, or a report that will not show its workings. A second opinion either confirms the number, which is itself valuable, or gives you an evidenced basis to renegotiate.
What does a valuation review actually examine?
The review re-performs the reasoning rather than just re-running the model: whether earnings were normalised correctly and consistently, whether the comparables genuinely compare in size, geography and risk, whether the discount rate is built from evidence, whether discounts for control or marketability are justified for that specific stake, and whether the stated basis of value matches the purpose. Most flawed valuations fail on two or three of these, and the failures are usually visible quickly.
Is a second valuation worth the cost in a dispute?
Where the gap at stake is material, almost always. In a shareholder dispute, a matrimonial matter or a contested buyout, the difference between the two sides' numbers is often 30 to 50 percent of the value, and a rigorous rebuttal or joint expert process settles most of them before a hearing. Courts in the DIFC and ADGM give weight to methodology they can follow, so the review that shows its workings tends to be the one that prevails.
Can Assetica review a valuation prepared by another firm?
Yes. We provide independent review and second opinion engagements: a critique of the existing report's methodology and inputs, our own valuation where instructed, and expert or joint expert evidence where the matter is before a court or tribunal. Because Assetica does not audit or broker deals, the review carries no conflict with either side's other advisers.
Disclaimer. This article is general information about valuation practice in the UAE and is not a valuation, an opinion of value, or tax, legal or investment advice. Any figures or reference ranges are indicative and are not a quotation for any specific business. Rules, rates and the requirements of individual authorities change, so confirm the current position before relying on anything here. For your own circumstances, book a scoping call.
Speak to Assetica about Business Valuation
Assetica is an independent business valuation firm in Dubai. We do not audit and we do not broker deals, so the number carries no conflict. Read more about business valuation, or book a scoping call. Standard reports are issued in five to seven business days.
Related Guides
- How to Choose an Independent Business Valuation Firm: Why Independence Isn't Optional
- Business Valuation Standards Explained: IVS, RICS Red Book and IFRS 13
- Business Valuation Methods Explained: DCF, Market Multiples and Asset-Based
- DIFC Court Valuation Report: How Independent Expert Evidence Works Before the DIFC Courts
- How a Management Buyout Is Valued in the UAE