Our professionals work with buyers and sellers, insurers and their respective advisors to analyze, evaluate and resolve post-merger and acquisition disputes, including closing net working capital adjustments, purchase price adjustments, earn-out payment determination, and representation and warranty insurance claims. Our experience includes serving as the buyers’ or sellers’ representative, serving as an expert accounting witness, serving as the jointly appointed neutral accountant and serving as a court-appointed accountant or arbitrator.
We have developed efficient and effective methodologies to analyze the underlying elements of each claim and evaluate the substance of the claim in the context of documents included in the dataroom along with other transaction documents. Our firm assists all parties in resolving matters in negotiations, settlement discussions or dispute resolution forums.
Business Advisory and Interim Outsourced Leadership
Advisory services include evaluating accounting and management internal controls, internal financial reporting, and other business issues. In addition, we can provide outsourced leadership during transactions and beyond including CFO services and accounting department support. We frequent corporate services include accounting financial data analysis, business plans, forecasts and financial projections, corporate governance reviews and recommendations, COSO and COBIT guidance and audits, enterprise risk management, fraud prevention, internal audit services, internal control analysis, among other consulting services.
Purchase Price Accounting Support
We offer purchase price accounting and financial statement assurance services for the buyer concerning the closing financial statements and on a post-closing continuing basis.
We assist in the resolution of purchase price adjustment claims arising from the a seller’s or buyer’s post-transaction disagreement with the reported value of assets and liabilities. Should the matter require arbitration, we are experienced with all facets of the arbitration process. Our professionals have experience working for the claimants or respondents and we have also served as the court-appointed neutral arbitrator or on an arbitral panel.
Earn-Out Payment Determination
Our team has experience in providing independent calculations of earn-out payments in accordance with the terms of the purchase and sale agreement. We also serve as expert witnesses and provide expert testimony in situations where court resolution is required.
Representations and Warranties Insurance
We are very experienced in handling the financial aspects for claims arising from the breach of representations and warranties. This includes claims for inaccurate financial reporting due to alleged violations of generally accepted accounting principles as well as alleged overstated earnings used to determine the purchase price value.