Post M&A Disputes

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Post M&A disputes

Dispute Services

Acquiring one or merging with another entity constitutes a very complex operation from legal and financial standpoint making corresponding share purchase agreements (SPAs) full of potential pitfalls. SPA-related disputes stem not only from the non-performance on obligations but also from the interpretation differences, fueled alike by vague and over-detailed provisions.

Most common areas of contention include:

  • completion accounts, 
  • locked-box mechanism, 
  • earn-outs, 
  • anti-competition challenges, 
  • representations & warranties, 
  • material adverse clauses.

With a unique combination of transactional, accounting, valuation and dispute-resolution expertise, we help our Clients to navigate through financial aspects of any post-M&A issue, either in an advisory role, as a party-appointed or independent expert.

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Post-M&A disputes

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Type of dispute: Post M&A disputes, Shareholder disagreements, Accounting malpractice

Type of proceedings: Litigation

Our role: Party-appointed expert

Industry: Construction & Infrastructure

Our services: Analysis of selected financial aspects of the operations of a construction company being subject to M&A transaction in the dispute brought by the buyer - a Polish construction group (Claimant) - concerning the execution of a put option (granted to the founder and former president of the management board) for a minority stake in the company (Respondent). The majority shareholder refused to accept the execution of the put option on the grounds of alleged accounting malpractice leading to the overstatement of purchase price by the previous owner.
Preparation of several comprehensive expert reports for the Respondent, which included i.a.: (i) review of market practices of accounting for construction contracts, (ii) commentary on valuation-related aspects of the target’s shares, (iii) challenging the factual findings of Claimant’s investigation based on an extensive review of voluminous documentation.

Type of dispute: Post M&A disputes, Accounting malpractice

Type of proceedings: Arbitration

Our role: Advisor

Industry: Construction & Infrastructure

Our services: Assistance to a majority shareholder of a street lighting services company (a private-equity fund operating in CEE), in a financial analysis of potential claims arising from the breaches of SPA by former owners and current minority shareholders. Followed by drafting a statement of claim for the purpose of arbitration as the initial negotiations failed.

Type of dispute: Post M&A disputes, Turnaround

Type of proceedings: Arbitration

Our role: Party-appointed expert

Industry: Construction & Infrastructure

Our services: Assistance to a US-based private equity fund (Claimant) in an ICC arbitration against former owners and managers (Respondent) of a Czech heavy manufacturing company over investment losses incurred as a result of a sale of the controlling stake in the company at a depressed price. Prepared quantum expert reports valuing Claimant’s interest in the equity of the target company.  

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