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Target Incorrectly Applies New Accounting Standard – May Cost Buyer $38 Million

Target’s estimate of tangible net worth at closing for purposes of a purchase price adjustment was $38 million too low because it was based upon an incorrect application of a new accounting standard. Buyer has uphill fight to avoid making

Posted in purchase price adjustment, tangible net worth Tagged with: ,

EBITDA Purchase Price Adjustment Provision Center Stage of $4.4 Million Fight

M&A Stories October 9, 2020 Introduction Many acquisitions are priced based upon EBITDA. Often the purchase price is adjusted after the closing based upon some agreed upon formula such as EBITDA. The deal This deal was a sale of the

Posted in determination of purchase price adjustment, EBITDA, purchase price adjustment Tagged with: , ,

US Court Enforces SPA’s Purchase Price Adjustment Dispute Forum Selection Clause

May 24, 2020 Introduction Many business acquisitions have post-closing purchase price adjustments based upon the financial position of the target company at closing. The parties usually provide for a dispute resolution procedure for resolving disagreements over the final numbers, and

Posted in arbitration vs expert determination, dispute resolution provision, forum selection clause, purchase price adjustment Tagged with: ,

Vague APA Note Payment Adjustment Provision Results in Lawsuit

Introduction This post closing asset deal dispute could not be resolved by summary judgment because the purchase money note adjustment provision was held to be an unenforceable agreement to agree. The deal The Utah based seller manufactured a garden planter

Posted in agreement to agree is unenforceable, note payment amount adjustment, promissory note, purchase price, purchase price adjustment Tagged with: , , ,

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