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.
- 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.