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M&A Post Acquisition Disputes

Post-M&A disputes often involve complex accounting concerns: properly evaluating transferred working capital, looking into 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 make a meaningful difference in 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 corporates, venture capital firms, and private equity funds with disputes ranging from routine negotiation of post-closing differences to resolution proceedings administered by our neutral accountants, to formal arbitration hearings and in-court litigation.

Our Unique Advantage

Conflict-free neutrals and advocates. We are not in the business of putting forth audit opinions. We independently resolve disputes among parties or advocate on behalf of our clients.

Leading valuation firm. We are uniquely qualified to assess claimed damages, particularly in matters that focus on alleged breaches of financial statement representations and warranties, which often allege purchase price adjustments at a multiple of calculated earnings.

Industry expertise. We have experts deeply entrenched in key sectors worldwide. Our team does not need to spend the time learning the basics – we know how to quickly value targets and determine their fair value.

We know the drill. We are experts at administering and navigating post-M&A proceedings and prioritize working efficiently to ensure that our clients do not linger in drawn-out disputes.

Custom fit. We offer fully scalable teams of seasoned auditors and investigators, in the US and globally, with deep experience serving as neutral or expert.

Data production expertise. We regularly manage huge productions and have in-house data analyst experts who know how to acquire, manipulate, and analyze large sets of data that may be central to resolving a post-M&A dispute.

Trusted advisors from big to small. Our clients run the gamut from the world’s leading private equity firms to small family-owned businesses—many of whom come back to us again and again to advise on their most significant matters

What We Do

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
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