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Full Description
Navigate M&A accounting arbitrations with insider perspective M&A Disputes takes you inside the dispute resolution process to help you put together the many "moving parts" necessary to obtain a successful outcome. With deep insight from experts in the field—including valuable advice from the arbitrator's perspective—this book guides you through the entire process to explore the variables at work. The high volume of M&A transactions makes post-closing price adjustment provisions and accounting arbitrations a critical part of doing business. Yet, the field is opaque to non-practitioners and important issues can be easily misunderstood without specific knowledge and experience. A resulting award can make or break a transaction; an intimate understanding of the process's inner working can help you plan your position to the greatest advantage. This book explores the many factors that that contribute to a successful resolution across the entire transaction life cycle from contract negotiation through the dispute phase including due diligence, determination of the target net working capital, conception and closing of the purchase agreement, post-closing negotiation and dispute resolution, the impact of accounting practices, guidance, and documentation as well as relevant auditing concepts, and various facts and circumstances surrounding the target business and the transaction that need to be considered.
M&A volume remains high and continues to result in large numbers of current and future post-closing M&A disputes. Clients rely on their attorneys and advisers to guide them through the process and counsel them toward a positive outcome. Those professionals will find that M&A accounting arbitrations carry a range of distinctions that require a specialized knowledge base to navigate correctly. This book provides real-world guidance from experts in the field, with invaluable insight for every stage of the process.
Walk through the entire dispute resolution process from arbitrator selection through final award
Understand how M&A agreement provisions impact the awarded amount as well as the options available to limit the scope of potential disputes and the "gaming" of the post-closing process by the counterparty
Understand the nature of accounting estimates and guidance, their interaction with accounting arbitrations, and how to synthesize facts, circumstances, and GAAP into a persuasive argument to present to the accounting arbitrator
Get situation-specific advice for different types of transactions
Learn practitioner "dos" and "don'ts" from the arbitrator's perspective
M&A Disputes provides transaction parties and their representatives an inside view at the transaction and commonly disputed items through the eyes of the arbitrator to provide them with uniquely valuable insight.
In addition to being an invaluable tool for practitioners appearing before an accounting arbitrator, M&A Disputes also provides advice to would-be and experienced arbitrators alike to successfully resolve disputes that can be significant and complex.
Contents
Preface xi
Acknowledgments xv
About the Authors xvii
PART ONE The M&A Dispute Framework 1
CHAPTER 1 Introduction to M&A Disputes 3
CHAPTER 2 The Post-Closing Adjustment and Dispute Process 14
CHAPTER 3 Post-Closing Net Working Capital Adjustments 26
PART TWO Core Concepts and Issues 41
CHAPTER 4 The Nature of GAAP 43
CHAPTER 5 Past Practices in Accordance with GAAP 54
CHAPTER 6 Target Net Working Capital 81
CHAPTER 7 Transaction-Specific Adjustments 92
CHAPTER 8 Audited Financial Statements and Auditing Concepts 106
CHAPTER 9 Subsequent Events, New Positions, and New Information 117
PART THREE The Accounting Arbitration 133
CHAPTER 10 Mitigation of Post-Closing Purchase Price Disputes 135
CHAPTER 11 Selection and Retention of an Accounting Arbitrator 148
CHAPTER 12 The Parties' Initial Submissions 158
CHAPTER 13 Further Submissions, Proceedings, and Considerations 175
CHAPTER 14 The Arbitration Award 188
PART FOUR The Disputed Items 203
CHAPTER 15 Overview of Disputed Items 205
CHAPTER 16 Inventory 221
CHAPTER 17 Accounts Receivable 247
CHAPTER 18 Contingent Liabilities 267
CHAPTER 19 Revenue Recognition and Expense Accruals 278
PART FIVE Other Topics 289
CHAPTER 20 Governing Agreements and Contractual Choices 291
CHAPTER 21 Interaction with Indemnification Provisions 306
CHAPTER 22 Other Mechanisms, Earn-Outs, and Locked Boxes 317
CHAPTER 23 International Considerations 337
Index 347
