M&A transaction disputes

Mergers and acquisitions (M&A) play an important role in the corporate environment and may be a decisive factor in the success of an organization. While most deals are completed smoothly, some inevitably lead to disputes. Disputes may also arise between discordant shareholders or joint venture partners. Even minor disputes can entangle parties in years of costly, management-time-intensive litigation. Additionally, the parties often have significant ongoing business relationships that may be harmed or may have prevented resolution. It is thus critical to resolve the dispute swiftly, effectively and economically.

PwC has an established practice whose primary focus is the prevention and resolution of disputes emanating from mergers and acquisitions. Our experience advising on contract language, assisting in dispute resolution and serving as the neutral/arbitrator gives us valuable insight into the problems arising in such transactions and how to not only resolve such issues, but to prevent them as well.

PwC assists clients in the following ways:

Dispute resolution

• Evaluate financial exposure and potential rewards
• Participate in negotiations and assessing negotiating strategy
• Gather, organize and evaluate documents supporting positions for issues in dispute
• Identify neutral/arbitrator candidates and establish the proceeding format
• Provide expert witness reports and testimony

Neutral/Arbitration services

• Serve as arbitrator or other neutral decision maker in resolving M&A-related disputes
• Establish appropriate dispute resolution format and process
• Evaluate party submissions and conduct follow-up procedures as necessary
• Render decision based upon the case facts and our experience in accounting and financial reporting matters

Dispute prevention

• Draft accounting and financial reporting clauses in M&A agreements including purchase price adjustment clauses, earnouts, financial representation and warranties and dispute resolution clauses.