M&A and Financing Disputes

Kroll's experts advise on a wide range of matters arising from terminated M&A deals, post-closing disputes, hostile takeover bids, activist shareholder campaigns, public and private financing transactions, and securities litigation.

We bring real-world experience in investment banking, fund management, forensic accounting, financial reporting, corporate finance, economics, valuation and data analytics. Our team includes certified public accountants (CPAs), certified fraud examiners (CFEs), certified financial forensic (CFF) experts, chartered financial analysts (CFAs) and experts who are accredited in business valuation (ABV), with many holding advanced degrees.

Experts on M&A Transactions

Our experts provide credible, robust analysis and testimony on all issues arising from M&A transactions:

• Material adverse change and effect determinations
• Breach of representations and warranties
• Working capital and net worth adjustments
• Contingent earnouts
• Application of “consistently applied” provisions (GAAP and IFRS) and associated calculations
• Fraud allegations
• Financial covenants compliance
• Valuation and solvency issues
• Transaction and success fees
• Due diligence process and disclosures

We also have deep experience in contested M&A transactions and activist shareholder engagements and litigation or arbitration arising from these situations.

Experts on All Financing Transactions

Our professionals both consult and testify in disputes arising from equity, debt and other financing transactions, including those involving derivatives and complex securities. We also support clients under investigation by the SEC or other regulators relating to public and private securities offerings.

In complex securities litigation, Kroll’s experienced teams offer both plaintiff and defense consulting and expert services. Our industry experience, regulatory expertise and technical skills frequently play a crucial role in determining the outcomes of criminal prosecutions, SEC and other regulatory enforcement actions, shareholder class actions and shareholder derivative suits.

We also have in-house data analytics experts who know how to acquire, manipulate and analyze large sets of data that may be central to resolving both M&A and financing disputes.