M&A Disputes: A Professional Guide to Accounting Arbitrations

Handle M&A disputes with an insider′s skillset

M&A Disputes provides a detailed look at the many components and nuances of M&A purchase price adjustment mechanisms and post–closing disputes. Although common, the negotiation and resolution of M&A disputes requires specialized knowledge and can be opaque to non–practitioners. This step–by–step guide takes you inside the world of M&A post–closing purchase price adjustments and disputes to provide an intimate look at how the process works.

This practitioner′s reference offers tools and guidance that can assist in preventing and resolving issues along the entire lifecycle of a transaction. It enables you to:

Gain a thorough understanding of the M&A dispute framework to guide you along the way Benefit from situation–specific advice aimed at limiting the scope of disputes or preventing them altogether while fully preparing to win Understand the "dos" and "don′ts" of persuading an accounting arbitrator to achieve the best possible outcome

Until the purchase price is final, you need M&A Disputes.

Preface

Acknowledgments

About the Authors

Part 1: The M&A Dispute Framework

Chapter 1: Introduction to M&A Disputes

Chapter 2: The Post–Closing Adjustment and Dispute Process

Chapter 3: Post–Closing Net Working Capital Adjustments

Part 2: The Core

Chapter 4: The Nature of GAAP

Chapter 5: Past Practices in Accordance with GAAP

Chapter 6: Target Net Working Capital

Chapter 7: Transaction Specific Adjustments

Chapter 8: Audited Financial Statements and Auditing Concepts

Chapter 9: Subsequent Events, New Positions, and New Information

Part 3: The Accounting Arbitration

Chapter 10: Mitigation of Post–Closing Purchase Price Disputes

Chapter 11: Selection and Retention of an Accounting Arbitrator

Chapter 12: The Parties Initial Submissions

Chapter 13: Further Submissions, Proceedings, and Considerations

Chapter 14: The Arbitration Award

Part 4: The Disputed Items

Chapter 15: Overview of Disputed Items

Chapter 16: Inventory

Chapter 17: Accounts Receivable

Chapter 18: Contingent Liabilities

Chapter 19: Revenue Recognition and Expense Accruals

Part 5: Other Topics

Chapter 20: Governing Agreements and Contractual Choices

Chapter 21: Interaction with Indemnification Provisions

Chapter 22: Other Mechanisms, Earn–Outs, and Locked Boxes

Chapter 23: International Considerations

Index

VINCENT BIEMANS and JERRY HANSEN are managing directors of Berkeley Research Group. They assist U.S. and European clients with their M&A disputes. They serve as accounting arbitrators retained jointly by buyers and sellers. They also advise individual parties, whether buyer or seller, during the post–closing negotiation and dispute phases. Their experience spans a wide range of transactions, industries, and deal and dispute sizes.