Valuation Co‑Counsel for Complex Disputes & Transactions
When value is the outcome.
Your matter turns on valuation. We partner—quietly or visibly—with your team and your experts to frame the standard, control the record, and help you prevail on value.
Who We Serve
Litigation boutiques & trial teams. Oppression and appraisal actions, earn‑out and M&A disputes, and corporate governance and fiduciary cases in which fair value vs. fair market value and discount treatments decide leverage.
Valuation firms & forensic accountants. Independent counsel who can align legal theory with the model, protect independence, and prepare for Daubert/Frye or analogous challenges.
General counsel. Special litigation counsel for valuation‑driven cases or independent review on high‑stakes modeling questions.
Our Co‑Counsel Process
1) Scope & Conflicts
We understand the rocket docket on which many valuation-sensitive cases live. We review conflicts within 24 hours and will get involved quickly. We define workstreams (lead counsel vs. special counsel), reporting cadence, and who speaks in court. We set clean communication protocols for counsel‑only strategy and expert‑facing work.
2) Valuation Theory Map
Before discovery, we decide and defend the standard of value—Fair Value or FMV—and resolve treatment of DLOM/DLOC, control premiums, synergies, and normalizing adjustments (e.g., owner comp). That theory anchors pleadings, discovery, and expert design so the number you prove is the number that survives.
3) Record Engineering
We reverse‑engineer the evidentiary record your model will need: targeted RFPs/RFAs, a books‑and‑records strategy, protective orders for sensitive data, clean‑room drafting discipline, and motions to exclude unreliable methods or data. NDAs and common‑interest protocols protect collaboration without compromising independence.
4) Expert Lifecycle
From shortlisting to testimony, we help select and engage the right expert, calibrate scopes and assumptions, and stress‑test draft reports without ghostwriting. We prepare mock direct/cross, demonstrative, and sensitivity exhibits to make complex methods legible and reliable.
5) Hearing & Trial
We tailor directs and crosses to valuation drivers, use a “valuation matrix” demonstrative to walk the court through assumptions and methods, and connect remedy to value—buy‑out mechanics, receivership paths, or specific performance with accounting adjustments.
6) Post‑Judgment & Settlement
When outcomes hinge on structure, we handle the tax and governance cleanup: installment notes and security, earn‑out and escrow terms, receiver or custodian transitions, and decree enforcement so value on paper translates to value in hand.
Ethics & Fee Arrangements
We comply with all applicable professional conduct rules on fee division (written informed consent; proportional work or joint responsibility), conflicts, confidentiality, and expert independence. Engagement models include:
- Traditional co‑counsel with clear task allocation;
- Special counsel for valuation issues only; or
- Consulting counsel behind the scenes for strategy, record design, and expert prep.
We work hourly, via fixed‑fee modules for discrete phases (e.g., records action, Daubert/Frye motion, injunction), or blended arrangements when appropriate. We also offer CLE/training for referring counsel so teams stay aligned on standard‑of‑value and evidence issues.
Scope of Engagement (What We Do)
- Business divorce & appraisal: oppression, deadlock, squeeze‑outs, contested buy‑outs.
- Matrimonial litigation: determining, defending, or attacking the value of a business in the distribution of marital assets, identifying and valuing goodwill, tracing separate property claims, and coordinating tax advice.
- Deal disputes: earn-outs, purchase price adjustments, net working capital, and GAAP/EBITDA definition fights.
- Fiduciary claims: diversion, mismanagement, minority freeze‑outs, and special committee oversight.
- Valuation outside litigation: T&E and gift/estate valuations, 409A/reasonable compensation, fairness/solvency opinions (counsel role).
- Emergency relief: TROs and preliminary injunctions, custodians/receivers, targeted books‑and‑records access, and forensics protocols to preserve data.
Why Professionals Partner with WLG
- Theory‑first, not discovery‑first. We provide an early working assessment of value, assess the standard and discount posture, and then design discovery to fit.
- Expert‑literate litigators. We speak valuation fluently—income, market, and asset approaches—and translate that into courtroom‑ready narratives.
- Clean process, clean record. Protocols that protect draft integrity, independence, and admissibility.
- Remedy awareness. We don’t stop at the number; we structure the result so it closes and holds up.
- Quiet or visible—your call. We appear of record or serve as consulting counsel behind the scenes.
Representative Work
- Mediation statement preparation in litigation involving a compelled purchase of shares of a closely held corporation resulting in a 5-factor increase in the price of the equity based in large part on the compelling presentation of the opposing expert’s errors.
- Structured demand for a fair value purchase in a partnership withdrawal dispute, triggering a repurchase of the interest on substantially more favorable terms.
- Analysis of fair market compensation for owners resulted in revisions to the valuation report of the court-appointed expert, resulting in favorable modification and increased compensation to the oppressed minority member of the LLC.
- Coordinated discovery to reconstruct critical valuation metrics in a dispute involving derivative claims in light of a recalcitrant defendant.
- Key man discounts assessed and quantified in dispute involving valuation of principal rainmaker’s personal goodwill business divorce.
FAQs
How do we structure fee sharing?
We follow applicable rules requiring written client consent and either proportional work or joint responsibility, when appropriate. Many matters combine hourly work with fixed‑fee modules (e.g., records action, Daubert/Frye motion), so referring firms can forecast budget and value.
Will you appear on record?
Your choice. We can lead, co‑lead, or stay behind the scenes as consulting counsel. Some matters benefit from visible co‑counsel at key hearings (injunctions, Daubert/Frye); others call for quiet support on drafts, strategy, and expert prep.
How do you coordinate with our expert without compromising independence?
We align legal theory to the model at the outset, use clean‑room drafting discipline (no ghost‑writing), and focus on methodology reliability and data integrity. Mock cross and exhibit rehearsals pressure‑test the opinion under Daubert/Frye or analogous standards.
Can you help before a dispute escalates?
Yes. We handle pre‑litigation books‑and‑records demands, preservation protocols, targeted interviews, and valuation framing so the first filings are credible and the evidentiary record is protected.
What if the case spans multiple states?
We are admitted in New Jersey New York and can appear in matters there directly. In other jurisdictions, we coordinate with local counsel (typically the lead attorney in the matter) to assure compliance with local rules of practice. We plan venue, choice‑of‑law, and sequencing (e.g., a fast records action in one forum while substantive claims proceed in another) to maximize valuation leverage and admissibility.
Key Takeaways
- Valuation decides outcomes. Put legal theory and the expert model on the same rails—early.
- Ethics‑first collaboration. Clear roles, written consent, and independence respected.
- Process wins. Theory map → engineered record → admissible model → credible remedy.