M&A Transaction Issues

Undertaking M&A is often an all-consuming but rewarding process with all parties working hard to achieve a successful deal. However, the process often doesn’t stop at completion with many deals containing elements of deferred and/or contingent consideration. Unless properly prepared, issues which may not have seemed important in getting the deal done may now come to the fore and potentially cause disputes in a previously amicable deal.

Pre-deal

To reduce the risk of disputes arising from transactions, we can assist pre-emptively by ‘road testing’ the contractual mechanisms within the sale agreements to check whether they achieve our clients’ desired outcomes.

Irrespective of whether the client is buy-side or sell-side, we can help them maximise and/or protect their position through the completion mechanism by using our knowledge and experience of typical post deal disputes, either working alongside our corporate finance colleagues or directly with deal participants and their legal teams.

Post-deal

We can assist with the post-deal processes, issues and disputes as advisor or advocate.  This includes the dispute resolution process, such as helping with the strategic options, quantum of the dispute, and presentation of the disputed position.  We can support either buy-side or sell-side with:

• Completion accounts
• Share ratchets
• Earn-outs
• Locked-box leakage claims
• Warranty claims
• Expert determinations

We can also act as the jointly appointed expert determiner if not previously involved in the deal.

To discuss how our expert risk & forensics team could assist, either in general terms or in relation to a particular case, please call Tony Chapman on 0113 887 0070 or Philip Allsop on 0114 266 7171.