Navigating the post-closing working capital adjustment in an M&A deal can be fraught with legal risks. This blog post uses a recent Delaware court case to highlight a common mistake and reveals how sellers and their advisors can protect a…
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M&A Lesson: Why Your Working Capital Deadlines Need Enforceable Consequences
Posted in dispute resolution procedure, net working capital adjustment, purchase price adjustment, working capital adjustment Tagged with: asset purchase agreement, business law, contractual provisions, deal terms, Delaware law, due diligence, legal risk management, lower middle market, M&A advisors, M&A contract, M&A for sellers, M&A legal, M&A litigation, M&A mistakes, private target M&A, purchase price adjustment, working capital adjustment
Not All Financial Disputes Belong in Your M&A Purchase Price Adjustment
Not every M&A financial dispute belongs in a purchase price adjustment. Discover why the Delaware Court of Chancery differentiated between accounting methodology and factual inaccuracies in a recent case, shifting millions. This post illuminates how precise contract drafting regarding PPA…
GAAP or History? Don’t Leave Your M&A Purchase Price Adjustment to Chance M&A Stories
Uncover how a $22 million M&A dispute hinged on a single accounting definition. This post dives into the critical challenge buyers, sellers, and advisors face when negotiating purchase price adjustments: should calculations follow GAAP or historical accounting practices? Learn how…
Posted in accounting methodology, purchase price adjustment Tagged with: accounting expert, accounting methodology, Bitcoin mining, buyers, closing adjustments, contract disputes, cryptocurrency industry, data center acquisition, deal negotiation, deferred revenue, Delaware Court of Chancery, due diligence, financial metrics, GAAP, historical accounting, indebtedness, legal risk management, lower middle market, M&A, M&A advisors, M&A litigation, merger and acquisition, Post-closing disputes, PPA, private targets, protecting purchase price, purchase price adjustment, sellers, SPA, stock purchase agreement, strategic drafting, transaction pitfalls
M&A Seller Objects to Buyer’s Inclusion of Discretionary Bonuses in Post-Closing Working Capital True-Up
Discover the intricate dynamics of M&A transactions through a recent Delaware Court of Chancery decision that underscores the complexities of working capital adjustments. In a $345 million acquisition, a dispute over the inclusion of discretionary bonuses in post-closing working capital…
Posted in purchase price adjustment, working capital adjustment Tagged with: business acquisition disputes, consumer financial services acquisition, Delaware Court of Chancery, discretionary bonuses, expert determination, independent accountant resolution, Legal Aspects of M&A, M&A agreement disputes, M&A contract language, M&A court decisions, M&A Dispute Resolution, M&A Disputes, M&A legal considerations, M&A transaction legalities, M&A transaction terms, post-closing calculations, post-closing working capital true-up, purchase agreement clarity, purchase price adjustment, real-world M&A cases, working capital adjustments
SELLER CANNOT AVOID ARBITRATION IN WORKING CAPITAL PRICE ADJUSTMENT DISPUTE
The purchase agreement required the buyer to provide seller access to the buyer’s books and records in a dispute over the closing working capital calculation. The buyer refused access and a Florida federal court ruled that this did not amount…
Posted in problem with purchase price adjustment, purchase price adjustment Tagged with: Access to buyer's books and records in purchase price adjustment dispute, Arbitration in M&A transactions, Federal court rulings in M&A cases, Importance of documentation in M&A transactions, M&A legal disputes, Resolving M&A disputes through arbitration, Seller's rights in purchase agreements, Waiver of arbitration rights, Working capital calculation in business acquisitions, Working capital price adjustment
Dispute Over $4.4 Million Adjustment in M&A Deal Linked to EBITDA
Explore a recent M&A case involving a $4.4 million adjustment dispute tied to EBITDA calculations. Learn about the legal intricacies and implications for purchase price agreements. M&A Stories October 9, 2020 Introduction: In the context of acquisitions, the cost frequently…
Posted in determination of purchase price adjustment, EBITDA, purchase price adjustment Tagged with: asset purchase agreement, Business acquisition, certificate of calculation, EBITDA adjustment, EBITDA calculation, legal case analysis, legal implications, M&A dispute, M&A litigation, purchase price agreement, purchase price negotiation
Federal Court Decides Arbitration for Purchase Price Dispute in M&A Deal
Explore a recent case involving a stock acquisition where a federal court determines jurisdiction and resolves post-closing calculation disputes through arbitration. Learn how the court’s decision impacts M&A agreements. Case reference: FNB Corporation v. Mariner Royal Holdings, LLC. May 24,…
Posted in arbitration vs expert determination, dispute resolution provision, forum selection clause, purchase price adjustment Tagged with: arbitration, Delaware Court of Chancery, dispute resolution, expert determination, federal court, FNB Corporation v. Mariner Royal Holdings, jurisdiction, LLC, M&A legal blog, post-closing calculations, purchase price dispute, stock acquisition
Ambiguous Payment Provision Sparks Legal Dispute
Explore the pitfalls of unclear purchase money note adjustment provisions in M&A agreements through the Bloom Master Inc. v. Bloom Master LLC. case. Learn how to avoid disputes with these M&A agreement recommendations. June 9, 2019 M&A Stories Introduction: In…
Posted in agreement to agree is unenforceable, note payment amount adjustment, promissory note, purchase price, purchase price adjustment Tagged with: agreement to agree, Ambiguity in agreements, Annual interest rate, Asset deal dispute, Bloom Master case analysis, Bloom Master Inc. v. Bloom Master LLC., Clarity in contracts, Contract adjustment, Contract clarity, Contract dispute resolution, Expected sales numbers, Legal disputes in M&A, Legal lessons, M&A agreement terms, M&A contract recommendations, M&A litigation, Note payment provisions, Purchase money note, Purchase money note adjustment, Sales expectations
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