Post-M&A Disputes

Post-M&A disputes often involve complex accounting issues: properly evaluating transferred working capital, determining whether earnout thresholds have been achieved, reviewing claimed breaches of financial statement representations and warranties, and at times, investigating allegations of fraud. When post-closing problems do occur, it is essential to engage business-savvy advisers with a thorough understanding of these issues as it can influence the outcome of the dispute and, most importantly, a party’s bottom line.

We are a leading provider of expert accounting and valuation consulting, neutral arbitration and testifying services to companies facing post-closing purchase price disputes. We help public and private companies, venture capital firms, entrepreneurs and private equity funds with disputes ranging from routine negotiation of post-closing differences and resolution proceedings administered by our neutral accountants, to formal arbitration hearings and in-court litigation.

Our team includes CPAs, CFEs, CFFs, CFAs and ABVs with many holding advanced degrees. We regularly advise on disputes involving a wide variety of issues including:

Contractual and GAAP Accounting Calculation Disputes

• Post-closing adjustments based on working capital and net-worth calculations
• Contingent earn-out provision calculations
• Application of “consistently applied” provisions (U.S. and IFRS) and associated calculations
• Quantification and valuation of balance sheet assets, liabilities, or reserves
• Pre-closing metrics and adjustments

Valuation and Damages Disputes

• Shareholder valuation disputes
• Benefit-of-the-bargain valuation and diminution in value claims
• Lost profits damage claims
• Evaluation of whether a “material adverse change” has occurred