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

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

Author: Heiko Daniel Ziehms
Publisher: Kluwer Law International
ISBN: 9789403544465

Previous Edition ISBN: 9789041186256
Published In: October 2023
Format: Hardback
Jurisdiction: Netherlands ? Disclaimer:
Countri(es) stated herein are used as reference only

List Price: HKD 1,709.52

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Description
Contents

Details

M&A Disputes is an indispensable pragmatic guide providing an exhaustive discussion of the ‘mechanics’ of M&A transactions. M&A disputes – which range from breach of warranty and fraud claims to disagreements over price adjustment, earn-outs and material adverse change 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, crucial 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 vital book is also a deeply informed analysis of what goes wrong in deals that leads to disputes and how to avoid (or resolve) such eventualities.

What’s in this book:

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 relevant counterfactuals
material adverse change clauses, and
‘red flags’ for fraud

A concluding chapter distils ‘lessons learned’ into a short, practical commentary drawing on the author’s extensive experience of M&A and related disputes, with recommendations that plot a clear path to avoidance of disputes.

How this will help you:

With its sound understanding of the completion mechanism – including the rationale and basis of measurement of individual purchase price adjustments, the locked box, and how to identify fraud – this practical and up-to-date guide, grounded in corporate finance theory as a starting point of the analysis, will be a valuable resource to all those who work on M&A transactions, whether as principal, adviser, insurer, funder, independent expert, judge, or arbitrator.

List of Figures

List of Tables

List of Abbreviations

Foreword

Preface

Acknowledgements

Chapter 1. Introduction

Chapter 2. The Value of the Firm, Capital Structure, and the Completion Mechanism

Chapter 3. The Completion Accounts Process and Expert Determination

Chapter 4. Net Debt

Chapter 5. Working Capital

Chapter 6. Capital Expenditure