Two experts, one company, conclusions a multiple apart. These disputes are decided by the quality of inputs and the integrity of process evidence, not by whose model is fancier.
Start a conversation with Cournot, the Institute’s damages concierge, already scoped to valuation disputes. Pick a starting point, or describe the dispute directly.
A family of financial disputes reduces to a valuation date and a fight about worth. Appraisal and fair value proceedings ask what shares were worth when a merger cashed them out. Fraudulent transfer and preference litigation asks whether a company was solvent when it moved assets, which is valuation with a balance sheet attached. Earnout and indemnification disputes ask what a business or a contingency was worth under a contract's definitions. And a growing docket asks the same of instruments without traded prices: complex securities, crypto assets, derivative positions. The toolkit is the standard valuation triad, discounted cash flow, comparable companies, precedent transactions, and the disputes have a recognizable anatomy. DCF conclusions diverge on a handful of inputs, the projections, the discount rate, the terminal assumptions, and the divergence compounds, so two professionally built models can honestly disagree by large margins, which shifts scrutiny onto whose inputs have better provenance. Market evidence then enters as a discipline on the models: what informed buyers actually paid, in the deal under review or for the company's securities, is powerful evidence of value when the process that produced the price was competitive and clean, and nearly worthless when it was not. So the valuation fight routinely becomes a process fight: was the sale exposed to the market, was information shared, were conflicts managed. The legal standards, what weight a tribunal must or may give deal price, which solvency tests apply, are counsel's domain and differ by forum. The economics underneath is constant: inputs with provenance beat inputs with advocacy, and the analysis that reconciles model and market, rather than picking the convenient one, is the analysis that survives.
The models are standard. The verdicts turn on inputs, process and reconciliation.
Projections, discount rate, terminal value. Three inputs carry most conclusions, and most disagreements.
Peer companies and precedent deals, with comparability argued dimension by dimension.
What the transaction itself paid. Weight depends entirely on the quality of the process that produced it.
Balance sheet, cash flow and capital adequacy analyses at the transfer date, each a distinct exercise.
Earnouts and indemnities value what the contract defines, which may not be what an economist would define.
Value as of when, with what was knowable then. Hindsight discipline is enforced and contested.
How the Institute approaches a contested valuation.
Often the entire dispute, in a single number per share.
The single best predictor of which DCF survives is whose cash flow projections were prepared in the ordinary course of business, before the dispute, for real decisions. Projections revised for the litigation, in either direction, carry their purpose on their face, and tribunals discount them accordingly.
When the process that produced it looks like a market. Price evidence earns weight from competition and information: a sale with genuine outreach to multiple bidders, adequate diligence access, arm's length negotiation and unconflicted decision-makers produced a price that aggregates informed judgments with real money behind them, and a model built afterward for litigation has to explain why it knows better. Strip those features away, a single bidder, an insider on both sides, a rushed process, a controller squeezing out minorities, and the price measures bargaining power rather than value, sending the analysis back to fundamentals. How much weight a given forum requires or permits for deal price is a legal question in active development, and counsel will know the current state; the expert's work is the process examination that the weight depends on.
Three different questions asked of the same company. The balance sheet test asks whether assets exceeded liabilities at fair valuation on the date, which imports the whole valuation apparatus into a single day. The cash flow test asks whether the company could pay its debts as they came due, which is a projection exercise about liquidity over time. The capital adequacy test asks whether the company was left with unreasonably small capital for its business, a cushion question sitting between the other two. A company can pass one and fail another, the tests use different horizons and different information, and which failures matter for which claims is law. The distinctive discipline is hindsight control: the analysis must value what was knowable at the transfer date, and the fact that the company later collapsed is the evidence everyone must resist using as the answer.
Because the contract creates a measurement and hands its administration to the party with the pen. Earnouts define value in contractual terms, revenue of a defined segment, EBITDA under specified accounting, milestones with defined triggers, and the disputes are usually about conduct and definitions before they are about economics: whether the buyer operated the business in a way that starved the metric, whether accounting choices moved results out of the earnout window, what the definitions capture. The economic work is twofold: measuring the metric correctly under the contract's own terms, and, where the claim is that conduct suppressed the earnout, constructing the counterfactual performance absent that conduct, which is a but-for exercise with all the usual disciplines. The contract's interpretation is counsel's; the measurement and the counterfactual are the expert's.
By building from the asset's economics and being candid about the uncertainty. Instruments without liquid markets, bespoke derivatives, private credit positions, crypto assets, interests in unique ventures, still have cash flows, rights and risks that valuation logic can price: replicate the payoff from instruments that do trade, model the cash flows directly with rates that reflect the risk, or price the embedded options with standard machinery adapted to the asset's features. What the tribunal needs is transparency about the chain of assumptions, because exotic-asset valuations fail less on technique than on false confidence: a precise-looking figure resting on an unstated liquidity assumption or a volatility number with no source. Ranges with reasons, and sensitivity to the assumptions that matter, are both more honest and more durable than a point estimate defended to the decimal.
Describe the asset, the date and the dispute. The Institute will help you see where the valuation will actually be fought.