Expert determination

Article

Expert determination

Dispute Services

Expert determination refers to a specific provision of a business contract, most often a share purchase agreement in an M&A transaction, that entrusts a third-party financial/accounting expert with a determining role in case any monetary-related dispute arises under that contract.

The expert determination is binding upon the parties unless the parties agreed otherwise. In this sense, the expert is effectively given a role similar to a judge with respect to an issue that lies within this expert’s area of expertise. As a result, it is required from the expert to be fully independent from the disputing parties to give them a guarantee of impartial and objective determination.

Depending on the provisions of the underlying agreement, expert determination procedure may be the only possible dispute resolution method or an obligatory procedure before referring the case to a court or a tribunal.

Type of proceedings: Expert determination

Our role: Independent expert

Type of dispute: Post M&A disputes

Industry: Consumer

Our services: Appointed – by both parties to a dispute - as an independent accounting expert in order to determine the net result of a Polish apparel retail store chain for the purpose of an exercise of a call option on a minority shareholding executed by the option holder, a PE fund acting as the buyer in the underlying M&A transaction.

Type of proceedings: Expert determination

Our role: Advisor

Type of dispute: Post M&A disputes

Industry: Energy, Resources & Industrial

Our services: Prepared a series of submissions on behalf of the respondent, a diversified Thai chemical group, the majority shareholder of a French chemical manufacturer, in an ad hoc expert determination proceedings under the shareholders’ agreement initiated by the minority shareholder, a Swedish chemical company over the calculation of an earn-out equity value. Delivered two written memoranda on the disputed items as well as provided oral testimony on behalf of the respondent during the hearing in Paris.

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