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Purchase Price Disputes

Resolving Disputes Across the Deal Cycle

When deals close, Buyers and Sellers breathe a sigh of relief at the closure of hard-fought negotiations. Unfortunately, disputes over adjustments to the purchase price post-acquisition often immediately arise and can be costly and time-consuming for all parties involved. Resolving disputes quickly and efficiently, before they escalate into full-blown litigation, is crucial to protecting value.

Ankura has assisted corporate, private equity, and law firm clients in a wide variety of purchase price disputes, including working capital adjustments, earn-outs, and breaches of representations and warranties.

Offerings

Pre-Close Deal Provision Assessments

We help clients assess provisions being negotiated in their purchase agreements, including working capital calculations, earn-outs, and other post-closing adjustments. In addition, we can support purchase price adjustment scenario analysis before signing.

Closing Statement Preparation

We can prepare or review closing statements on behalf of clients, including calculating the final purchase price, allocating purchase price among multiple assets, and trueing-up earn-outs.

Objection Notice Preparation

When objections are necessary, we help clients prepare and file objection/dispute notices in a timely and effective manner, providing essential opinion(s) on disputed matter(s).

Accounting analysis

We help clients review the accounting information relied upon the due diligence and deal negotiation process.

Accounting Arbitration

We have experience serving as experts and consultants in accounting-related purchase price disputes, including earn-outs, working capital adjustments, and true-ups; This involves preparing and reviewing submissions to an Independent Expert presiding over the disputed matters. Ankura professionals also serve as arbitrator.

Warranty and indemnity support

We can help to identify any warranty and/or indemnity matters that need addressing. Equally, we can support warranty/indemnity defense work.

Our Latest Thinking

Public Medical Device Company

Defending a $200+ Million Claim in Accounting Arbitration

A public medical device company purchased a business carved out of another public medical company. The deal included a three-year earn-out based on contractually defined EBITDA targets. Ankura served as the expert for the buyer defending a $200+ million claim in accounting arbitration and was successful in a take-nothing determination.

The Ankura Difference

We understand the complex issues that can arise in a purchase price dispute and have the experience to help you reach a resolution. Whether it’s through consultation pre-close or our accounting arbitration services, we work with our clients every step of the way to resolve their disputes. Our highly-qualified professionals serve as neutral accountants, arbitrators, expert witnesses, and consultants throughout the deal lifecycle.

Key Contacts

Photograph of Josh Johnston
Josh Johnston

Senior Managing Director

Dallas, TX

Photograph of Mike Kennelly
Mike Kennelly

Senior Managing Director

Chicago, IL

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We solve problems by operating as one firm to deliver for our clients. Where others advise, we solve. Where others consult, we partner.

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