Why the agreement and the valuation date change everything.
Two shareholders, two expectations
One shareholder wants to exit. The other is to take over the share. There is disagreement about the amount.
Expectations are often far apart because each side calculates with different assumptions.
What is the share actually worth?
First: the articles of association
- Review compensation clauses: Many agreements already set out the valuation method and the valuation date in advance.
- Clarify the valuation date: It follows from the agreement or the law – for example, the date of withdrawal.
- The agreement takes precedence: Agreed valuation rules are also binding on the expert witness.
Then: the valuation
- Objectified value: The standard under KFS/BW 1 (the Austrian professional standard for business valuation) where the parties’ interests are opposed.
- Check the plan for plausibility: Formally and substantively – the assumptions are not adopted without scrutiny.
- Comparison with the market: The result is checked for plausibility using a second valuation approach.
Often overlooked
No minority discount
For the objectified value, the pro rata share is what counts – without premiums or discounts (para. 137).
Entrepreneur’s remuneration
The amount applied is what an external managing director would cost – not the actual salary (para. 169).
Rule of thumb: Without a clarified valuation date and standard of value, every figure is open to challenge.
From our engagements: trading company, Upper Austria
Valuation of a share in a company following the withdrawal of a shareholder. The valuation date and the planning assumptions were in dispute. Expert opinion in accordance with KFS/BW 1; both sides were heard.
Settlement reached without court proceedings.
Anonymised example. Discretion is our highest priority.
Dispute over a share in a company?
In an initial consultation, we will tell you honestly whether and how we can help.