Chapter 9 - THE SECOND VALUATION
Carter Medical hired its own new independent appraiser after Grace threatened litigation.
Not Priya.
Not the old internal appraiser.
Third firm.
Its conclusion:
Hannah’s 14% interest fair value range:
$7.8 million to $9.2 million.
Midpoint:
$8.5 million.
That changed everything.
The third appraisal also criticized both earlier valuations.
It said Barlow & Finch used a minority discount near the upper edge of defensible ranges.
It said Priya’s first report used a probability weight for Hartwell that was arguably optimistic.
Neither report was fraudulent.
Both reflected judgment.
That gave Lauren Pierce room to negotiate.
She told Grace:
“If this goes to trial, your client could spend two years and hundreds of thousands proving the value was somewhere in the middle.”
Grace replied:
“Which is why we are not suing only over value.”
Lauren nodded.
The dispute now involved:
valuation process,
information rights,
misrepresentation,
and coercive family conduct.
Multiple smaller claims created a stronger picture than one giant accusation.
Hannah also had to decide whether to sue her parents personally for the difference between the internal and independent valuations.
Grace advised against claiming the full six-million-dollar gap as damages.
“You did not sell.”
“So they almost took six million.”
“Almost is not the same as loss.”
Hannah frowned.
“What can I claim?”
“Actual legal costs. Harm tied to misrepresentation. Potential corporate remedies. Roadside damages. Maybe fees under the shareholder agreement.”
That felt small compared to what had happened.
Grace said:
“Courts are not built to price betrayal.”
Hannah looked at the twins sleeping nearby.
“Then what is revenge?”
Grace answered:
“Sometimes making sure the next document cannot be used the same way.”
That changed Hannah’s strategy.
She stopped asking for a giant personal payout.
Instead she demanded:
valuation reform,
automatic disclosure,
independent counsel certification,
and fee reimbursement.
Those demands were harder for Richard to dismiss as emotional.
They also protected every minority shareholder, not only Hannah.
Ethan supported them.
Two cousins did too.
By the time the family reached mediation, the governance package had more support than Hannah expected.
Her parents could fight her.
They could not easily explain why other shareholders should remain exposed to the same process.
The parents’ $4.18 million figure looked too low.
Priya’s $10.64 million looked aggressive.
The neutral answer sat between them.
Grace said:
“Good.”
Hannah frowned.
“Good? It means Priya was high.”
“It means we have a credible market.”
Hannah understood.
Winning did not require her number to be perfect.
It required proof that her parents were trying to lock her into a number they knew was disputed and likely stale.
Evelyn’s lawyer changed strategy immediately.
Lauren offered:
$8.1 million buyback.
Hannah refused.
Not because the price was bad.
May you like
Because she no longer wanted to sell.
That shocked everyone.
