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Welcome to the latest issue of Valuation Insights!
Our goal is to bring you key ideas and trends in business valuation -- so you and your clients can make decisions that get winning results.
From M&A to Melee: The Latest in Transaction Disputes
M&A disputes are on the rise, with over 75% of deal professionals reporting more conflicts in 2024 and even higher expectations for 2025. This article explores what’s driving the surge—and how valuation experts can reduce risk before a deal and bring clarity when things go wrong.
ESG Factors in Corporate Valuation: Relevance and Challenges
Despite growing importance, ESG factors remain difficult to integrate into valuations due to data gaps, inconsistent methods, and unclear financial impact. A recent survey reveals where practitioners are struggling—and why better tools and standards are urgently needed.
What Makes a Good Buy-Sell Agreement
A well-crafted buy-sell agreement can prevent future disputes, protect value, and provide clarity when shareholders part ways. Mercer Capital outlines key features that make these agreements work—from clear triggers to reliable valuation methods and practical funding terms.
When to Bring in Extra Help for a Business Valuation
In complex industries or high-stakes situations, a valuation expert alone may not be enough—outside specialists can strengthen assumptions and improve credibility. This article explains when to bring in ancillary experts and how to make their input meaningful.
Law Firms Putting Valuation Experts on Staff
More law firms are hiring in-house valuation professionals to improve case strategy and gain early access to financial expertise. The piece explores the pros, cons, and how a fractional model could offer a flexible solution for most firms.
On to the issue!
News and Trends

M&A Disputes Report 2025
From M&A to Melee: The Latest in Transaction Disputes
The 2025 M&A Disputes Report from BRG reveals a sharp rise in merger and acquisition-related disputes. In 2024, over 75% of surveyed professionals (lawyers, PE firms, investors, corporate finance advisors) reported an uptick in disputes versus 2023, with 70% expecting further increases in 2025. Sixty-four percent also anticipate higher average dispute values.
What is causing this surge in litigation?
According to BRG's survey, contributing factors include:
- Heightened regulatory scrutiny (especially regarding antitrust and foreign investment issues).
- Increased complexity of deals and post-close mechanisms (such as earnouts and purchase price adjustments).
- Greater involvement of private equity firms, who are increasing willing to litigate.
Regionally, the surge in large-scale global disputes is led by EMEA (Europe, the Middle East, and Africa), though activity is also rising in the Asia-Pacific, Latin America, and North America.
Why a dispute? According to the BRG survey, the top five most common reasons last year, ranked by the % of respondents citing the factor, were:
1) Financial / operational performance 54% 2) Regulation and compliance structures 32% 3) Foreign investment or cross-border scrutiny 29% 4) Tax policies 28% 5) Foreign exchange (FX) volatility 27%
One of the best attorney quotes in the BRG survey is: "“Once a deal is closed, everyone goes off to celebrate, and they move on, but if people did a postmortem right after closing—saying here’s a memo showing how the transaction was valued and purchased—dispute lawyers’ lives would be a lot easier”.
So how can valuation professionals help in all this?
Pre-transaction: Valuation professionals can help draft and review purchase agreements to ensure clarity and consistency in valuation-relevant provisions, such as earnouts and working capital adjustments—minimizing future litigation risk.
Post-transaction/litigation: When disputes do arise, valuation experts can quantify damages, interpreting financial terms, and reconstructing the intended economics of the deal. Their analysis often serves as a roadmap to resolution, whether through expert reports, settlement facilitation, or courtroom testimony.
Bottom line: No sane person willingly enters into a complex transaction only to later deal with an even more complex litigation. Early involvement of valuation professionals can help limit M&A-related litigation exposure and, if disputes arise, help guide parties toward informed and equitable resolution.
Things to Know

ESG Factors in Corporate Valuation: Relevance and Challenges
Our survey shows that there is progress, but also major challenges, in the integration of ESG factors in corporate valuation models.ESG and Valuation -- Results from a Recent Survey
Few would dispute that environmental, social, and governance (ESG) factors are critical to business decision-making. But they haven’t quite made their way into business valuations.
Why? A recent survey of members of the European Association of Certified Valuators and Analysts (EACVA), conducted by the global consulting firm Rodl & Partner, addressed this question.
The survey indicated that lack of standardization, insufficient data, and methodological uncertainties are slowing down integration of ESG into valuation.
Key insights of the survey include:
Limited Integration: Only half of respondents consider ESG factors in DCF models, with just 8% using them in applying using market multiples. Data availability and long-term impact uncertainties seem to be major challenges.
Inconsistent Industry Adoption: ESG is more relevant in energy-intensive industries like energy supply, chemicals, automotive, and metals. However, less regulated sectors are not as interested in adopting ESG factors.
Quantification Issues: Transparent quantification of ESG factors is lacking. Varying ESG ratings, lack of standardization, and insufficient data complicate their application.
Hard to Measure Impact on Values: ESG factors affect investments, energy costs, and revenues. Sustainable companies often achieve higher valuations. However, overall effects, such as monetization of ESG aspects, are hard to predict with a degree of certainty.
Uncertainty in Practical Implementation: Practitioners typically account for ESG factors through adjustments to interim cash flows, while long-term effects to the terminal value are rarely modeled. Furthermore, valuators are unsure whether ESG factors should be reflected in capital costs or treated as a separate risk category.
Reliance on ESG Ratings In measuring ESG compliance, valuators tend to use ESG ratings rather than a sound independent methodology – not because ratings are better, but because they are expedient. Yet lack of consistency among scoring methods and limited transparency among rating agencies pose significant challenges, as companies can receive vastly different ESG scores depending on the chosen rating agency.
Takeaways:
The Rodl & Partner survey clearly shows that there is a lack of a standardized approach for the integration of ESG into company valuation. Furthermore, practitioners are looking for a more objective assessment of ESG factors to better quantify their influence on company value.
While not yet widely integrated into corporate valuations, ESG factors are growing in importance. Companies and valuators should strategically incorporate ESG considerations into their analyses. The development of new techniques will be key for ESG to become a fundamental element of business valuations and decision-making.
Read more in the article below.

Characteristics of a Good Buy-Sell Agreement
The creation of buy-sell agreements involves a certain amount of future-thinking. The parties must think about what could, might, or will happen and write an agreement that will work for all sides in…Those of us involved in either transactions or in litigation support have all read stories about, or have seen first-hand, the potentially dire consequences of a poorly-constructed buy-sell agreement.
Be it transactions that are torpedoed, drawn out business disputes, family warfare, or loads of legal and expert fees, the results can be seriously damaging to both to the parties' business interests and to their mental health.
So, what does a really GOOD buy-sell agreement look like? One that does what it is supposed to do?
Chris Mercer, who wrote the book on this topic, summarizes key characteristics in a classic article referenced below.
A good buy-sell agreement:
Establishes Early Consensus. Secures shareholder agreement (buy-in) and legal documentation before trigger events to prevent disputes.
Clearly Defines Trigger Events. Specifies events (e.g., death, retirement, firing, divorce) to avoid ambiguity.
Uses Reliable Valuation Methods. Simply put, fixed prices and formulas are bad, while a single-appraiser process with periodic updates is optimal.
Sets Practical Payment Terms. Defines funding sources (e.g., promissory notes, insurance, financing) to ensure liquidity.
Ensures Legal Compliance. Aligns agreements with IRS Code 2703(b) to avoid future tax issues and litigation.
Integrates Estate Planning. Agreements are structured so as to support tax efficiency and smooth ownership transitions.
Is Customized for Business Needs. Addresses ownership structure, new shareholders, and family-business concerns.
Is Reviewed and Updated Regularly. Adapts to business changes, legal updates, and shareholder shifts.
Read more in the link.
Best Strategies

When to Bring in Extra Help for a Business Valuation
When Is a Business Valuation Expert Not Enough?
A recent panel of attorneys and valuation experts shared how the use of ancillary experts can be crucial in developing a credible and comprehensive business valuation -- especially in particularly complex or industry-specific matters.
In my experience, clients usually show a strong preference for hiring a valuation specialist familiar with their industry. Who wouldn't? This is probably the strongest reason for business valuation experts to focus on, or at least be really familiar with, a particular industry niche.
But that is not what this panel is talking about. They are talking about non-valuation professionals with deep expertise in a particular industry or process and who can add important supporting inputs, as well as credibility, to a valuation analysis.
For example, imagine a valuation is needed of a pharmaceutical for M&A due diligence. In addition to a valuation consultant, an FDA/regulatory consultant or a pharma development executive is hired. Their input: * Assesses probability of approval and commercialization for each drug candidate. * Evaluates stage of development and competitive landscape for particular drugs. * Helps model risk-adjusted revenue streams and timing for market entry.
This in turn, enables the valuator to construct probability-weighted DCF models or some other method based on credible development assumptions. Without the industry expert, the valuator might have to rely on more generic success rates from published studies.
We can think of other hypothetical examples where a third-party niche industry expert can enhance the valuation process and output.
But practically speaking, bringing in an expert like this would likely crush most appraisal budgets. And in the real world, using these experts often requires extraordinary coordination; communication between experts is often not ideal, and if not managed properly the inputs received might not end up being that useful to the valuation specialist. Worse, the inputs might end up not being terribly material or even relevant to the conclusion.
So when might bringing in an outside, non-valuation expert be something to consider? * High Stakes. When the potential value of the transaction or dispute justifies the additional cost and time of hiring the expert. * Elevated Scrutiny. When the parties know that a specific assumption will be examined under the microscope. * Materiality. When the input will significantly affect projections, asset values, or risk premiums. * Complexity. When the subject business operates in a highly technical, regulated, or not well understood industry.
Have you had a situation where you needed to hire an industry expert in addition to a valuation specialist? If so, how did the process play out?
Or if you are a valuation specialist, have or do you work with industry specialists? Any stories to share?

Law Firms Putting Valuation Experts On Staff
Law Firms Are Hiring In-House Valuation Experts: Should Yours?
According to a recent family law discussion panel, more and more law firms, particularly large ones, are hiring valuation and other financial experts as in-house staff.
This seemed to me to be a pretty interesting trend. I personally have not seen many law firms with in-house valuation experts.
What might be the benefits?
Better Case Strategy Coordination. One would think having a valuation expert down the hall might result in more cohesive strategies, particularly in complex cases involving shareholder disputes or business litigation.
Cost Efficiency and Availability. Attorneys tend to wait until the very last minute to hire an outside expert. Having an internal valuation resource on hand would facilitate early access to financial expertise, which could help shape a case (for example, assessing a claim’s merits or helping with discovery) well before an outside expert would be required.
Still, I get why a law firm might be reluctant to have a valuation person on staff.
First, there is the issue of independence. Any work product generated by an in-house valuation specialist would likely be subject to independence challenges. There are ways around this, but they would need to be addressed. Most likely the use of an in-house specialist would be limited to the earlier phases of a matter.
And practically speaking, can a single law firm really keep a valuation specialist fully employed? Probably only the very largest firms would have the workflow that could justify this additional overhead cost.
How can these challenges be addressed?
Re: Independence: limiting internal valuation specialists to certain tasks (most obviously not as a testifying expert), and being transparent in their utilization, can help address objectivity concerns.
Re: utilization: for most law firms, it probably makes zero sense hiring a full-time valuation specialist. But firms could adopt a fractional or subscription-based model, similar to hiring a fractional CFO, to access valuation expertise as needed without full-time commitments.
Do you think law firms (or your law firm) should consider retaining a valuation consultant on a fractional basis? Such a professional could: • Evaluate the merits of cases. • Provide internal assessments. • Assist with discovery requests and responses. • Assist in locating qualified external testifying experts when necessary.
Let me know what you think.
In Closing

That's it for now. If you found this issue of Valuation Insights useful, please forward it to a friend or colleague.
And if you have a valuation or damages-related issue you would like to discuss, let me know! Our team at at Grobstein Teeple, LLP are here to help.
You can reach me one of the ways below.
Talk to you soon!
Will
William W. Thomsen
Director
Grobstein Teeple, LLP
www.gtllp.com
Call me at 818-502-4950