UK: England and Wales: valuing shares and the most recent accounts

In Franbar Holdings Ltd v Casualty Plus Ltd [2010] EWHC 1164 (Ch) an agreement provided that shares should be valued with reference to the company's last set of accounts. However, the trial judge held that the preceding year's accounts should be used, observing, amongst other things, that she did not accept that it was "certain or fair to use ... accounts which were never agreed by the shareholders or the board of the Company and which were disclaimed by the Company's auditors" (para. [44]). This decision was upheld by the Court of Appeal (Maurice Kay, Thomas and Etherton LJJ) on January 25 in a decision that has not yet been added to BAILII.

Update (14 February 2011): a copy of the Court of Appeal decision has now been published on BAILII: see here.