When Should You Call an Independent Valuation Expert?

Independent valuation expert | Divorce, business sale, shareholder dispute, taxation — France / Switzerland

Introduction: Independent Valuation Is Not a Luxury — It Is Protection

There are moments in the life of a business when the value of shares ceases to be an abstract question and becomes an urgent, concrete one with significant consequences. A divorce, a request for share buyback by a partner, a tax audit, a planned sale, a pricing dispute — in each of these situations, the value of the business sits at the heart of a major financial, legal or patrimonial issue.

The question that business owners, lawyers and accountants then ask is always the same: should an independent valuation expert be engaged, or will an internal estimate suffice?

As the French Court of Cassation consistently holds in its jurisprudence on Article 1843-4 of the Civil Code: where the parties cannot agree on the value of shares, only an expert appointed independently of both parties can produce a binding valuation. It is this enforceability — the capacity of a valuation to withstand challenge by an opposing party, a court or a tax authority — that distinguishes an independent valuation from any other estimate.

The real question is therefore not "how much is my business worth?" — it is "what is my situation, and does it require a valuation that no one can contest?" To answer that question, see also our article How Much Is My Business Worth?

This article presents the six situations in which an independent valuation expert is indispensable, a comparative table of the three types of expertise, the criteria for identifying the right expert, and the questions to ask before signing a mandate.

Origins and Foundations of Valuation Expertise

The concept of an independent expert in share valuation formalised progressively in French and Swiss company law. In France, Article 1843-4 of the Civil Code is the central foundation: it provides for the appointment of an expert by the president of the court where parties disagree on the value of company rights — a swift procedure, not subject to appeal on the appointment itself. In Switzerland, Article 183 of the Code of Civil Procedure (CPC) governs the judicial appointment of an expert by the judge.

Both mechanisms share the same objective: to produce an enforceable value, grounded in a recognised and documented methodology, by a professional whose independence is guaranteed in relation to both parties. These frameworks are presented in detail in our article on the shareholders agreement: valuation and exit clauses.

Definition: What Is an Independent Valuation Expert?

An independent valuation expert is a professional mandated to determine the economic value of company shares or assets, free from any influence by the parties involved in the transaction or dispute.

Three characteristics distinguish them from a simple estimate.

‍Independence — they have no contractual ties to either party and hold no interest in the outcome of the valuation.

‍Documented methodology — their report sets out the methods retained, the assumptions used, the adjustments applied and the sources of market data.

‍Enforceability — their report can be produced in court, before tax authorities, or in divorce or succession proceedings.

These three criteria make the difference between a credible and a contestable report.

See our article on business valuation approaches and methods and our glossary: due diligence.

Comparative Table: Court-Appointed Expert vs Amicable Expert vs Internal Estimate

Comparative table of the three forms of share valuation expertise — France and Switzerland. The amicable expert offers the best balance between enforceability, timeline and cost for the majority of transactional and patrimonial situations. Source: Hectelion practice, Art. 1843-4 C.civ. (France), Art. 183 CPC (Switzerland). Hectelion Observation (2025).

‍Application Context: The Six Situations Where an Expert Is Indispensable

1 — Divorce or Dissolution of the Matrimonial Regime

This is the most frequent situation. Where a business owner holds shares included in the marital estate or in assets subject to division, an independent valuation is indispensable.

In France, the family court judge may appoint a judicial expert. In Switzerland, cantonal courts do the same under Article 183 CPC. A prior amicable valuation shortens the proceedings and reduces legal costs.

The trap to avoid: presenting a valuation prepared by the owner's own accountant — it will be challenged systematically. See our dedicated article: business valuation in a divorce.

2 — Shareholder Dispute

This is the situation where an independent expert has the greatest operational impact.

When a shareholder wishes to buy out another's shares and the parties disagree on value, only an independent expert produces a credible basis for discussion for both parties.

Without this basis, the disagreement rapidly becomes lengthy and costly litigation. Article 1843-4 of the French Civil Code explicitly provides for this mechanism.

The clauses of a shareholders agreement may also provide for expert appointment in the event of disagreement on the exercise price of exit clauses.

3 — Business Sale

Before entering negotiations, any business owner considering a sale benefits from an independent valuation.

It allows them to challenge the acquirer's first figure with precise financial arguments, calibrate asset and liability warranties, and secure price adjustment mechanisms.

See our articles on the business sale process, Locked-box vs Completion Accounts, and business valuation.

4 — Succession and Family Transfer

In the context of a succession or share donation, tax authorities may challenge the declared value.

In France, they have a three-year reassessment period. In Switzerland, rules vary by canton.

The practitioners' method (CSI Circular No. 28) is explicitly recognised by Swiss tax authorities.

See our comparative article business valuation: France vs Switzerland and our glossary: goodwill.

5 — Tax Audit or Tax Dispute

When tax authorities challenge the value retained in a transfer, sale or contribution of shares, the independent expert becomes the pivot of the defence.

Without a formalised report, the taxpayer has only poorly documented arguments.

With a rigorous report, they have a counter-expertise that can be produced in the claims procedure or before the administrative court.

6 — Fundraising and Investor Entry

A prior independent valuation allows the founder to defend a pre-money valuation consistent with market data.

It is particularly useful for companies whose assets are predominantly intangible — software and SaaS, brands, patents, know-how.

See our article on startup development stages.

Warning Signs: Do Not Wait

Certain situations call for immediate action. If you find yourself in any of the following, engage an expert without delay:

An opposing lawyer has formally challenged the value of your shares in writing.

Tax authorities have requested justification of the value declared in a filing.

A shareholder has formally requested a buyback and contests your valuation.

Divorce proceedings have been initiated and your shares are included in the estate subject to division.

An acquirer has made an offer you suspect may be undervalued.

Your bank has requested a share valuation as security for financing.

In each of these cases, waiting makes the situation worse. The disagreement hardens, positions become irreconcilable, and the cost of resolution increases. Contact us at the first sign.

How to Choose the Right Expert: 5 Decisive Criteria

Formal independence — verify that they have no capital, contractual or personal ties to either party, and that they certify this in writing in their report.

Bi-jurisdictional competence — for any situation simultaneously involving France and Switzerland, the expert must master both frameworks: BOFIP and SFEV in France, CSI Circular No. 28 in Switzerland. See our article on holding companies in Switzerland.

Plurality of methods — a rigorous report triangulates: DCF, transaction comparables, practitioners' method as appropriate. See our article on premiums and discounts.

Source traceability — sector multiples and discount rates used must be sourced (Argos Index®, Epsilon Research, Berney Associés).

Judicial experience — in contentious contexts, the expert must be accustomed to defending their conclusions before a counter-expert or a court.

How Much Does an Independent Valuation Cost?

For a standard-sized SME (revenue between €2M and €20M/CHF), a rigorous amicable valuation generally falls between €/CHF 3,000 and 15,000 depending on the complexity of the business, the context (amicable, judicial, fiscal) and the level of documentation required.

This cost must always be set against the stakes. On a share transfer valued at €3M, a serious report costs 0.1% to 0.5% of the value at stake.

The cost of an unanticipated tax reassessment or legal proceedings can significantly exceed this amount.

In judicial contexts, the expert's fees are generally borne equally by both parties, or charged to the party whose valuation is rejected by the court.

Advantages and Limitations

What Independent Expertise Provides in Practice

An independent valuation report shortens contentious proceedings.

In divorces and shareholder disputes, parties who have a prior valuation statistically reach agreement faster and at lower cost.

It protects against tax reassessments.

A documented valuation grounded in recognised methods is the best defence against challenge by tax authorities in both France and Switzerland.

It secures the sale negotiation.

The seller who enters negotiations with an independent valuation report negotiates from a position of strength — they know what their business is worth and can justify every component.

See our article How Much Is My Business Worth?

Limitations to Be Aware Of

The independent expert produces a value based on information available at the reference date. If significant elements were omitted or concealed, the value produced may be challenged.

Furthermore, the expertise does not resolve substantive disagreements — it produces a basis. If one party challenges the assumptions retained, a counter-expertise may be commissioned.

This is why the quality of methodological documentation is decisive.

Examples and Case Studies

Case 1 — Divorce with Disagreement on Share Value (France)

Owner of an industrial SME in Île-de-France, in divorce proceedings.

His spouse contests the value retained by his accountant — €1.2M — estimating the company is worth €2.5M.

Hectelion is engaged for an independent valuation. After EBITDA adjustments, application of sector comparables and DCF, the retained valuation range is €1.6M to €1.9M.

Both parties reach an amicable agreement within six weeks, avoiding proceedings estimated at 18 months.

Case 2 — Shareholder Dispute for Share Buyback (Switzerland)

Minority shareholder (35%) in a Bernese Sàrl wishing to exit.

The majority shareholder proposes a buyback at CHF 480k; the minority estimates their shares at CHF 750k.

Hectelion is engaged amicably by both parties. Application of the practitioners' method (CSI 8.75%) and transaction comparables.

Retained value: CHF 610k for 100% of shares, i.e. CHF 213k for the minority's stake. Both parties accept and the buyback is finalised within five weeks.

CEO Message

Most business owners who contact us for an independent valuation do so too late.

Not in terms of procedural deadlines, but in terms of emotional and financial cost: the disagreement is already entrenched, positions have hardened, and value has become an object of conflict rather than a financial fact.

What we observe consistently in our practice: the situations that resolve fastest and at lowest cost are those where an independent valuation is commissioned at the outset of the disagreement — before lawyers take hold of the file, before positions become irreconcilable.

Our recommendation is simple: as soon as the value of your shares becomes an issue in a negotiation, a proceeding or a transfer, do not allow that value to be defined by the opposing party.

Have it established by an independent expert, on a methodology that no one can contest.

Aristide Ruot, Ph.D — Founder & Managing Director, Hectelion

FAQ — Frequently Asked Questions on Independent Valuation Expertise

In what cases is an independent valuation expert mandatory?

In France, the expert is mandatory when the judge appoints one under Article 1843-4 of the Civil Code — notably in cases of shareholder disagreement or divorce proceedings.

In Switzerland, they are appointed by the judge under Article 183 CPC. Outside these judicial cases, expertise is recommended but not mandatory — however, in the absence of documented expertise, any declared value remains contestable by an opposing party or tax authority.

What is the difference between a court-appointed expert and an amicable expert?

The court-appointed expert is designated by the tribunal — their conclusions are binding on the parties.

The amicable expert is mandated directly by the parties outside any judicial proceeding.

Their report carries high probative value but may be challenged. In both cases, independence and methodological rigour are decisive. See the comparative table earlier in this article.

How long does an independent valuation take?

For a standard SME (revenue between €2M and €20M/CHF), a rigorous amicable valuation generally takes between 3 and 6 weeks. In urgent contexts, a report can be produced in 10 to 15 business days.

Can the expert value a company with assets in both France and Switzerland?

Yes, provided they master both legal and tax frameworks. For Franco-Swiss structures, the valuation must integrate the methods recognised in each jurisdiction and address cross-border tax issues. See our article on holding companies in Switzerland.

How does a valuation mandate work at Hectelion?

The mandate begins with a confidential introductory call of 30 minutes to understand the context. Hectelion then provides an engagement letter specifying the methodology, timeline and fees. The data collection phase generally takes 5 to 10 days. The preliminary report is submitted to the parties for comment before the final version. Book a call.

Which valuation method is recognised by Swiss courts?

The practitioners' method (CSI Circular No. 28) is the reference for Swiss cantonal courts and tax authorities. It combines earnings value and substantial value according to the formula: (1 × substantial value + 2 × earnings value) / 3. See our glossary: practitioners' method and our article on France vs Switzerland differences.

Conclusion: When Should You Call an Independent Valuation Expert?

The answer is simple: as soon as the value of your shares becomes an issue in a situation where you cannot afford to have it contested.

Divorce, shareholder dispute, sale, succession, fundraising, tax dispute — in each of these contexts, an independent valuation is your best protection and your most effective negotiating tool.

At Hectelion, an independent advisory firm active in France and Switzerland, we conduct valuation mandates in all contexts — judicial, amicable, transactional, fiscal. Our Franco-Swiss positioning allows us to cover cross-border situations that single-jurisdiction firms cannot handle.

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