Neil Patey, a partner at Ernst & Young, argued that majority stakeholder Whyte needs to transfer his shares to allow preferred bidder Miller to merge Rangers with the new company the American proposes setting up.
Miller's plan to return the club's assets from his "incubator" company to the existing corporate structure also depend on a Company Voluntary Arrangement.
Duff & Phelps chose Miller because a stand-alone CVA would prove too time-consuming while the Blue Knights could not guarantee Whyte's 85% shareholding.
Patey described Miller's twin-company plan as a "clever approach" but warned that nobody could guarantee that the existing Rangers will survive the process.
"If they don't achieve a CVA it will be a newco route, commonly referred to as the liquidation route," he said.
"Whyte will still have to agree to the CVA and agree to transfer his shares."
A CVA is dependent on major creditors Ticketus – owed £26.7m and Her Majesty's Revenue and Customs accepting reduced payments.
"You would hope they have some belief that they are going to get that agreement," said Patey.
Administrators claimed they had received support for Miller's £11.2m bid from the tax authority, who could be owed up to about £95m.