Whether it involves a purchase price adjustment, balance sheet issue or shareholder dispute, post-acquisition disputes can quickly derail a transaction. Yet, when an accounting issue, alleged breach of representations, or warranties in the purchase price arises, the strategy that produces a positive outcome may not always be evident.

Companies and legal counsel that are parties to such disputes consistently turn to us because we are prepared for the unexpected. We have deep experience in analyzing post-acquisition purchase price issues and have helped to facilitate the resolution of disputes by serving as a consultant on behalf of buyers and sellers, or as an independent arbitrator. Our teams are composed of experienced accountants, PhDs, and economic and financial experts who have provided litigation consulting and expert testimony in a wide range of industries.

We work alongside attorneys and corporate executives on a regular basis, providing business valuations and in-depth damage analyses with independent and objective critical thinking. In both shareholder disputes and independent purchase and sale transactions, our cross-functional expertise allows us to understand the strategies employed by buyers and sellers in determining purchase price adjustments and facilitates an appropriate and quick response.  

Our success in helping clients resolve purchase price disputes includes work in negotiation, arbitration, and legal proceedings.

We assist by:

• Developing accounting and financial reporting clauses in draft purchase agreements
• Assessing the financial exposure to buyers and sellers from purchase price adjustments, earn-out clauses, or other agreed-to adjustment mechanisms
• Evaluating financial and business factors which may constitute or support a Material Adverse Change (MAC) or invoke a MAC clause
• Assisting in settlement negotiations
• Presenting your position and/or providing expert witness testimony
• Serving as arbitrators in resolving merger and acquisition-related disputes

Purchase Price Disputes Case Studies