Getting a Second Opinion: How to Challenge a Business Valuation
By Bill Anderson, FCCA, Chief Executive Officer, Assetica — 2026-07-21
The five places business valuations most often fail, how a second opinion re-checks the reasoning, and why transparency wins in DIFC and ADGM courts.
A valuation is an opinion, and opinions have workings
Every valuation rests on a chain of judgements: maintainable earnings, comparability, discount rate, stake-specific discounts, basis of value. Each link can be tested. A report that shows its workings survives scrutiny when the work is sound; a report presenting a number with minimal reasoning is claiming authority it has not earned, usually the first sign it will not survive review.
The five places valuations actually fail
Normalisation left undone or done in one direction only; comparables borrowed from businesses of different size, market or risk (the most common flaw in UAE reports); discount rates asserted rather than built from evidence; control and marketability discounts applied mechanically or conveniently omitted; and a basis of value that does not match the purpose, which changes the answer by design.
How a professional review works
A review re-performs the reasoning of the existing report: testing inputs against evidence, checking arithmetic and internal consistency, identifying which judgements drive the conclusion. Confirmation is a valuable outcome, since proceeding on a stress-tested number differs from proceeding on hope. Where the report fails, the review documents why in terms a counterparty, tribunal or bank can follow.
Disputes, courts and the joint expert route
In contested matters the two sides' numbers often sit 30 to 50 percent apart. DIFC and ADGM courts give weight to methodology they can follow, so the transparent expert tends to prevail. The fastest resolution is often a single joint expert accepted by both sides, with the critique and an independent figure arriving together.
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.
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 free scoping call. Standard reports are issued in five to seven business days.