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Pris: 2337 SEK exkl. moms  |  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.
Table Of Contents
About the Author
Table of Contents
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
Chapter 7
Locked Box Transactions
Chapter 8
Earn-Outs
Chapter 9
Revenue Recognition
Chapter 10
Fraud
Chapter 11
Damages Valuation in M&A Disputes
Chapter 12
Damages for Breaches of Representations and Warranties and Other Obligations, and Quantum of Indemnities
Chapter 13
Material Adverse Change Clauses and Pre-signing Disputes
Chapter 14
Lessons Learned
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