Transport group McAleese's proposed recapitalisation plan is "not fair" to minority investors but is "reasonable" because the alternative may be bankruptcy, an independent expert has concluded.

McAleese has been struggling to convince minority shareholders to accept a proposed recapitalisation to restructure the struggling company, because it will cause most investors' holdings to be diluted but give chief executive Mark Rowsthorn, who currently owns 30.8 per cent, a stake of up to 65 per cent.