Business exit, share sales and valuation

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Exiting a company or selling shares can be one of the most important financial and personal decisions a business owner makes. Yet it is often the moment when disputes arise over value, process or control.

At Francis Wilks & Jones, we help shareholders, directors and investors manage business exits, share sales and valuations. Whether you are selling to a co-shareholder, buying out a partner or negotiating a settlement, we protect your position and ensure every step is legally sound.

What are the main ways to exit a private company?

There are several ways a shareholder can exit a business. The right route depends on the company’s structure, the number of shareholders and the reason for the departure.

Common exit methods include:

• Sale of shares to other shareholders or external investors.
• Management buy-out (MBO) or buy-in (MBI).
• Company purchase of own shares using distributable profits.
• Liquidation or winding up where the company ceases trading.

In each case, the process must comply with the Companies Act 2006, the company’s articles of association, and any shareholder agreement.

Our lawyers ensure the correct procedures are followed and help negotiate fair exit terms – including timing, valuation and payment structure.

How is the value of shares determined?

Disagreements about share value are common. The valuation method used can have a major impact on the final price, especially where the business is privately owned.

Typical valuation methods include:

• Asset-based valuation – assessing net tangible assets.
• Earnings or EBITDA multiples – applying industry ratios to profits.
• Discounted cash flow (DCF) – valuing future earnings in today’s terms.
• Fair market value – what a willing buyer would pay, sometimes adjusted for minority shareholdings.

In many cases, independent valuers or accountants are instructed to ensure fairness. Where parties disagree, the court can determine value or appoint an expert to do so.

At FWJ, we act in both negotiated and contested valuations. We understand how to present financial evidence, challenge assumptions and reach commercially realistic figures.

What rights do shareholders have when selling or leaving the company?

Shareholders’ rights during an exit depend on the company’s constitutional documents and the class of shares they hold. The Companies Act 2006 provides a framework, but each company can adapt it through its articles or a shareholder agreement.

Common rights and restrictions include:

• Pre-emption rights – existing shareholders have first refusal before shares are sold externally.
• Tag-along rights – protecting minority shareholders by allowing them to join a sale on the same terms.
• Drag-along rights – enabling majority shareholders to compel a sale where a buyer requires 100% ownership.
• Transfer restrictions – often requiring board approval before any sale is completed.

Our team regularly drafts, reviews and enforces these provisions to protect shareholder interests. We also advise on director exits, succession planning and management transitions.

What happens when shareholders disagree about valuation or exit terms?

Disputes often arise when shareholders cannot agree on price, process or timing.
Common flashpoints include:

• unfairly low offers to minority shareholders;
• conflicting valuations from experts;
• exclusion from negotiations; or
• disagreements about whether a sale should proceed.

Our lawyers explore every option to achieve resolution, including:

• Mediation or expert valuation – often the fastest and most cost-effective route.
• Unfair prejudice petition under section 994 of the Companies Act 2006, where conduct is unfairly prejudicial to certain shareholders.
• Derivative claim under section 260 if directors breach their duties.
• Buy-out or partial exit agreed through settlement.

When litigation is unavoidable, we act decisively in the Business and Property Courts to protect your interests while keeping commercial objectives in focus.

How can FWJ help with business exits and share sales?

Our lawyers combine dispute-resolution expertise with practical knowledge of share transactions. We regularly act for both sellers and buyers — from individual shareholders to large private companies — ensuring each deal or settlement is handled smoothly.

Our work includes:

• preparing and negotiating share purchase agreements (SPAs);
• managing due diligence and pre-sale disclosures;
• advising on director and shareholder exits following disputes;
• resolving valuation issues through mediation or expert determination; and
• ensuring every transaction complies with statutory and tax requirements.

We pride ourselves on achieving balanced, pragmatic outcomes that protect relationships and preserve business value.

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Our shareholder disputes team at FWJ includes

Andrew Carter (Partner)

Andrew Carter is a commercial litigation partner with extensive experience resolving shareholder and partnership disputes. He acts for business owners, directors and investors in complex conflicts over control and value. Clients trust his calm, strategic approach and focus on achieving practical, commercial outcomes.

Gemma Newing (Senior Associate)

Gemma Newing is a commercial litigation solicitor with strong experience in contractual and company disputes. She acts for businesses and shareholders in complex claims requiring clear strategy and efficient resolution. Clients value her focus, responsiveness and commitment to achieving practical results.

Anna Beetson (Solicitor)

Anna Beetson advises SMEs, directors and shareholders on commercial and company disputes, with a focus on efficient and practical resolution. She combines strong technical knowledge with a clear, client-focused approach. Her work covers contractual claims, shareholder disagreements and boardroom issues.

Athena Kam (Paralegal; Unregistered Barrister)

Athena Kam supports clients across commercial litigation, director disqualification and debt recovery matters. Drawing on her background as an unregistered barrister, she brings analytical precision and attention to detail to every case. She assists in preparing evidence, drafting submissions and managing proceedings efficiently.

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Contact us today to schedule a free initial call and let us guide you through the complex process of shareholder exit, business sales and valuations.

Francis Wilks & Jones were responsive, available at all times to deal with any of my queries and very reassuring. I would definitely recommend them to deal with proceedings brought on behalf of shareholders – they understood our practical needs.

A shareholder we helped bring unfair prejudice proceedings against a fellow shareholder who had been interfering with the management of the company and damaging its value