December 28th, 2004, 9:16 pm
Your friend should contact Gur Huberman for a paper with a much higher valuation.Assuming the head of the company is a major equity holder, the given argument suggests a deep governance problem (if he is that essential to the business, and not a major equity holder, it suggests another problem).Another aspect to consider is minority holders rarely have the right to demand full value for their shares. The remaining equity holders are generally free to offer what they want, zero if they don't want any cash to leave the business. It's hard to find outside investors to buy the shares, because no one wants to be a minority partner with people they don't know. Typically minority shareholders only have the right to fair value if they are forced to sell, or if the profits are being accumulated unreasonably. This is not intended to be legal advice, it's just that your post suggests the other holders are under some obligation to offer a fair value.As a practical matter, asset management firms shy away from disputes with anyone. Any controversy can drive away investors. Your friend is in the same boat, a public disagreement can harm the value of his shares. Things work best when everyone keeps that in mind and comes to a sensible compromise. Typically that means some cash today, and some percentage of revenues over two or three years.