Drawing upon experience from a diverse set of disciplines and backgrounds, Withum’s accounting, valuation, and financial professionals combine the highest standards of technical skill and knowledge to tackle complex litigation involving business disputes and economic damage assessments. From litigation support to dispute resolution, to M&A post-closing disputes and testifying services, Withum’s financial advisory team support businesses and legal counsel through every phase of litigation throughout the world.

Attorneys contact Withum’s Forensic and Valuation Service financial experts to assist both plaintiffs and defendants with quantifying and calculating economic damages and providing assessments that are reliable and defensible. In addition to Certified Public Accountants (CPA), Withum’s diverse team of forensic accountants and damage experts have years of investigative experience and are also Certified Fraud Examiners (CFE), Certified Anti-Money Laundering Specialists (CAMS), Certified in Financial Forensics (CFF), Accredited in Business Valuation (ABV), Certified Valuation Analysts (CVA), and Master Analysts in Financial Forensics (MAFF).

Withum’s experts can assist in a variety of business disputes, including, but not limited to the following types of litigation:

  • Commercial disputes
  • Breach of Contract
  • Lost Profits
  • Intellectual Property Disputes
  • Business Interruption
  • Shareholder and partner disputes
  • Professional Liability Defense (D&O and E&O)
  • Breach of fiduciary responsibility
  • Subrogation claims
  • Wrongful employment termination
  • Personal injury
  • Post- Acquisition/Earn-out disputes
  • Construction claims litigation
  • M&A post-closing disputes

Contact Us

For more information or to discuss your business needs, contact Withum’s Forensic and Valuation Services Team.

M&A Post-Closing Disputes

Deals happen every day, and every day a seller is confronted with buyer’s remorse, if you will, as the perceived value and basis for the transaction fail to materialize. There are any number of reasons both expected and unexpected as well as those that are beyond the control of either the buyer or seller.

Withum’s team of industry experts, including M&A and forensic and valuation professionals have represented buyers and sellers in the negotiation of their deal as well as when allegations arise that the value has not materialized.

Primacy Sources of Disputes Include:

Post-closing the actual working capital on the date of closing will be assessed. Inevitably the collections of accounts receivable do not materialize, the inventory is obsolete, revenue recognition is incorrect, or a contingent issue does not pan out as expected. These are just a few of the issues that can cause the true-up of working capital calculation to produce substantive adjustments. Often there are adjustments in one or both directions, fleshing out the measurement principles agreed to and assumptions during diligence can make all the difference.

Earnouts are the place where expectations meet reality. The seller has the expectations, and the buyer is confronting reality. Were the targets attainable in the first instance? How were the results measured? Did the buyer change something post-close that impacted the measurement or realization? These are all questions that need to be addressed.

You don’t know what you don’t know, so the attorneys seek to address the unknowns through representations and the warrantees. Expectations documented in the contracts or observed in diligence may not always materialize, and the question is always, “why”? Was it a misrepresentation from the start, was it deliberate or was it an event beyond the control of either party?

Deliberate misrepresentations unfortunately happen too often, either through knowing omissions or misrepresentations. Perhaps in no other instance is the need for a strong legal and finance team more necessary. The facts need to be developed in a relatively short period of time so appropriate actions can be taken.

Withum’s accounting and advisory specialists are focused on working with you and your counsel to investigate and evaluate the issues in dispute.

We have the people, the tools and the expertise to evaluate your particular facts and bring a resolution through negotiation or litigation. Contact Withum’s professionals today.

Leadership

Nicole Lyons

Partner

Princeton, NJ - Corporate Headquarters

Jessica L. Hollobaugh

Partner

Princeton, NJ - Corporate Headquarters

Richard C. Gordon

Principal

San Ramon, CA

Alan D. Nelson

Principal

Princeton, NJ - Corporate Headquarters

Kenneth J. DeGraw

Partner

Whippany, NJ