We can add value at each stage of a transaction from reviewing draft sale and purchase agreements through to assisting in completion accounts and warranty disputes, and each stage in between.
Review of sale and purchase agreements
Our extensive experience of when things go wrong in completion accounts disputes and warranty claims means that we are able to add value to client during the due diligence process by reviewing sale and purchase agreements and advising either the buyer or the seller on suitable wording of accounting definitions, price adjustments and accounting warranties and considering the effect of accounting provisions on deal value.
Preparation or review of Completion or Earn-out accounts
We can assist and advise clients on this crucial stage in the process. On many occasions where disputes arise, an aggravating or prejudicing factor is the way that Completion or Earn-out accounts have been prepared or the notice of dispute drafted. The rules for preparation are generally set out in the SPA and, in our experience, non-specialist accountants often approach the preparation or review without sufficient regard to the wording and requirements of the agreement.
Completion accounts dispute process
As well as acting as the independent accountant and delivering determinations on matters in dispute, we also familiar with drafting submissions in relation to items remaining in dispute for determination by the independent accountant and advising clients through the completion accounts dispute process.
We are familiar with the issues arising out of earn-out mechanisms and are able to advise clients in order to maximise deal values whilst reducing the likelihood of disputes. We can review the implications of proposed earn-out structures assess targets, profits and accounting policies to quantify amounts payable or receivable.
We have considerable experience of acting as expert and providing opinion on the quantification of the damages claim, being the difference between an objective valuation of the business as warranted and an objective valuation of the business with the alleged breaches.