Mergers and Acquisitions
Merger, acquisition, spin-off and consolidation transactions involve a purchase price, price-adjustment mechanisms and indemnities that can become the subject of a dispute once the deal has closed.
Context of application
Disagreements over working capital, net debt, earn-outs and contingencies depend on how the financial statements are read as of closing and on how the contract itself defines each term. Technical analysis brings the contractual definitions and the underlying figures together.
When this analysis is needed
- Post-closing price-adjustment disputes.
- Calculation of earn-outs and other contingent payments.
- Indemnities for contingencies and for breaches of representations and warranties.
- Valuation of ownership interests in transactions between partners.
- Disputes arising from mergers, spin-offs and acquisitions.
Questions typically analyzed
- Valuation of companies.
- Valuation of economic groups and conglomerates.
- Working capital, net debt and other contractual adjustments.
- Contingencies and their effect on price.
- Disputes arising from mergers, spin-offs and acquisitions.
How SGEx Approaches This
SGEx reads the contract's definition of each component of the price, applies it to the financial statements as of the reference date, and discloses the accounting choices that change the resulting figure.
SGEx does not provide legal advice. Its contribution is technical: organizing the economic, financial, accounting and asset-related facts so that lawyers, companies and parties can understand the substantive dimension of the controversy.
Possible Work and Deliverables
The format is defined according to the case, the proceeding and the purpose of the work.
- Price-adjustment expert opinion
- Valuation report
- Earn-out calculation
- Review of third-party reports
- Technical report for arbitration
Other SGEx Solutions
Services, specialties, contexts and industries connected to this topic under SGEx's relationship matrix.
Related Services
- Business and Asset ValuationValuation of companies, ownership interests and assets for disputes, corporate transactions, succession matters and court proceedings.
- Accounting Expert ExaminationIndependent expert examination of accounting records, financial statements and calculations, prepared for judicial, arbitral and administrative proceedings.
- Economic and Financial Expert AnalysisAnalysis of values, cash flows, economic assumptions and financial models in disputes and decisions that turn on quantification.
Related Areas of Practice
- Corporate and Shareholder DisputesDisputes among shareholders, partners and officers, corporate dissolutions, buyout claims and disagreements over financial results.
- Civil and Contract DisputesNonperformance, termination, contract revision and civil liability claims in which the controversy turns on monetary values and calculations.
- Wealth, Family and Succession MattersDivorce settlements, probate proceedings and marital disputes that call for the determination, valuation and tracing of assets.
Related Industries
- Financial and Capital MarketsFinancial institutions, investment funds, investors and publicly listed companies involved in disputes, valuations and financial reviews.
- Hospitality and Real EstateHotels, real estate developments and property assets involved in valuations, corporate disputes and insolvency.
- AgribusinessProducers, cooperatives, trading companies and agro-industrial businesses involved in valuations, succession matters and judicial reorganization.
- Industry, Manufacturing and Consumer GoodsManufacturers and consumer-goods producers involved in valuations, and in commercial, tax and corporate disputes.
Request an Analysis
Describe the technical question, the context in which it arose, and the documents available. This information lets SGEx assess the scope of the work before any proposal.