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.
We are regularly instructed as named experts for both claimants and defendants. Our reports are prepared objectively and independently as we understand that our overriding duty is to assist the Court pursuant to CPR 35. Our named experts have extensive experience of giving evidence in the High Court, County Court and Crown Court.
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.
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.
Warranty disputes and warranty and indemnity insurance (“W & I”)
We have considerable experience of acting as expert and providing opinion on the quantification of the damages claim whether in litigation or as a result of a W & I policy, being the difference between an objective valuation of the business as warranted (warranty “true”) and an objective valuation of the business with the alleged breaches (warranty “false”). Geoff Mesher was expert in the reported High Court case of Ageas v KwikFit (GB) Ltd & Anor  EWHC 2178 (QB).
We also have experience of acting as expert and providing opinion on the measure of damages under misrepresentation, to place the claimant in as good a position they would have been in if the representation had not been made. Losses would include the price paid less the actual value, less credit for the benefits received as a result of the transaction, and the losses flowing from the misrepresentation.
When instructed as advisor we have prepared both not-for-disclosure and disclosable letters and reports which include detailed financial analysis and clear supporting evidence of our investigations. The advisory letters and reports assist our clients to negotiate a settlement. If negotiations fail and the matter proceeds to litigation we can also act as accountancy expert should we be so instructed.
When instructed during the early stages we work with our clients, through a preliminary review of documents, to identify the most significant aspects of the case and to highlight key areas for further investigation or key documents that should be requested.
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.
For smaller, less complex claims we operate a ‘desktop’ claims review service. We offer a fast and focused service which comprises us reviewing documents and preparing a not-for-disclosure letter identifying:
- errors in the claim
- lack of information in the documents provided
- inconsistencies in the claim
- exaggeration or potential fraud
- initial recalculation of the loss
This should allow you to negotiate a settlement, or to proceed to litigation, where we can also act as your accountancy expert should you wish us to do so.
Training and lectures
We offer training and lectures on the topic of transaction disputes.