Transaction and Shareholder Disputes and Investigation

Are you happy you are getting the most value out of your transaction? Is the SPA airtight?

We offer a range of services in connection with the acquisition and disposal of businesses, as well as disputes between shareholders and joint venture partners. We work with clients throughout a transaction process to minimise the risk of dispute and maximise the value from the deal. In instances where disputes cannot be avoided, our specialists help to secure the best result possible through the resolution process.

Our Transaction and shareholder disputes & investigation services include:

• Investigative due diligence prior to the completion of the transaction covering areas such as key personnel and business partners, fraud risk reviews, etc.
• Review of sale and purchase agreements prior to completion to identify weaknesses including assistance in drafting key accounting policies to avoid price erosion
• Completion account reviews to ensure completion accounts take full advantage of the terms of the sale and purchase agreement
• Assistance in post completion disputes
• Litigation and warranty related matters

More about this service

Leveraging our expertise of resolving transaction disputes, before an agreement is signed, we can advise on the drafting of robust completion accounts or earn out mechanisms and processes. We assist in reducing ambiguity in the accounting aspects of purchase price adjustments and help minimise the risk of disputes arising post-deal. We also help to maximise the deal value during the completion accounts preparation process by advising on how terms of agreements can be used to full advantage.

We assist post-completion of a transaction, whether advising parties in undertaking warranty compliance reviews and assisting with consequential warranty claims or in making submissions to an independent expert in relation to completion accounts or earn-out disputes. Our professionals can also act as independent experts in such disputes. We also have experience in transaction related misrepresentation and professional negligence claims.

In addition to assisting with the accounting aspects of transactions, our corporate investigations team undertakes forensic due diligence on target companies and individuals prior to the completion of deals. For transactions involving regulated entities, we have a team of specialists who can review compliance with regulations such as anti-money laundering regulations, Foreign Corrupt Practices Act, etc.

Our shareholder dispute services help to resolve disputes between shareholders and joint venture partners. Such disputes may arise, for example, as a result of differences of opinion concerning contractual liabilities, suspected fraud or negligence or actions that prejudice minority interests.

Potential issues

• You have inadequate or ambiguous accounting definitions in an agreement
• You need advice on what is to be included/excluded from the completion accounts or earn out accounts
• There is a lack of clarity in the roles of each party and their advisers in the preparation, review and finalisation of these accounts
• You need help in preparing submissions to the independent accountant or answering an independent accountant's questions, whether in writing or at oral hearings
• You need advice in disputes between joint venture partners or shareholders
• You want to evaluate the strength of claims and counter-claims and develop arguments to support your position
• You need to assess whether a breach of warranty has occurred and/or quantify the loss flowing from that breach.

How we can support you

• Review of sale and purchase agreements prior to completion
• Assist in drafting effective price adjustment mechanisms and advise on financial warranties in the draft sale and purchase agreement
• Advice on accounting aspects of contracts, including identifying allowable adjustments and reviewing and/or challenging other party adjustments
• Act as the independent accountant in determining completion accounts disputes
• Providing advice and testimony on liability and causation issues in accountants' negligence matters
• Assistance with mediation or in arbitration proceedings, including preparing disagreement notifications and negotiations with other parties
• Acting as expert accounting witness in litigation.