M&A Disputes: How They Happen, How to Resolve Them, How to Avoid Them

By Heiko Daniel Ziehms

M&A disputes, which range from breach of warranty and fraud claims to disagreements over price adjustments, earn-outs, material adverse change clauses and many others - are more common than many participants in M&A transactions may realise. They can take years to resolve and cost many millions of pounds, euros, or dollars. A dispute can adversely affect the post-transaction environment and hence the prospects of a successful acquisition or, at worst, frustrate a deal entirely. It is therefore vital to understand how such disputes happen, how they can be resolved, and how to avoid them, or at least minimise the potential for an M&A dispute. This indispensable practice guide provides not only a comprehensive discussion of the 'mechanics' of M&A transactions and purchase price adjustments but also a deeply informed analysis of what goes wrong in deals that leads to disputes and how to avoid (or resolve) such eventualities.

Originally intended as a second edition of the author's well-known M&A Disputes and Completion Mechanisms, published in 2018, this is in fact a new book, drawing on a new set of experiences and observations taken from a period where the scope for M&A disputes has intensified. Framed as an in-depth discussion of typical questions that confront those who assess financial and accounting issues in M&A disputes, including the question of damages, the analysis expertly investigates the pitfalls that can arise in such components of the process as the following: the completion mechanism, including the rationale and basis of measurement of individual purchase price adjustments and the locked box; the role of accounting information in presenting, or misrepresenting, the underlying economic reality of a business and in informing a valuation; valuation principles, standards of value, and valuation methods used for M&A disputes; valuation matters specific to M&A disputes, including the question of value vs. price and the choice of counterfactuals;

• Format: Hardcover
• Language: English
• ISBN: 9403544465
• ISBN13: 9789403544465
• Release Date: October 2023
• Publisher: Kluwer Law International
• Length: 248 Pages
• Weight: 1.16 lbs.
• Dimensions: 0.6" x 6.1" x 9.2"