Expert Determination

Frequently, business sale and purchase agreements contain a mechanism for adjusting the "headline" price or value obtained, commonly through Completion or Earn-Out Accounts. However, these clauses often lead to a dispute.

To maximise chances to improve the final position, preparation for a potential dispute over such a price-adjustment mechanism needs to start early. In the earlier phases of a transaction much ground can be lost through inexperience and it becomes increasingly difficult, if not impossible, to recover that ground at a later stage.

Who we are

Our dispute professionals have extensive experience of such dispute situations, whether advising a party to the deal or acting as the Independent Accountant. We have acted in many different industries covering all sizes of dispute, from those involving a single item through to large multinational deals with over 100 separate items in dispute.

What we do

When advising a party to the transaction, our focus is to work with you from as early in the process as possible, helping you marshal the arguments and evidence to bolster your position. We are experienced in supporting clients all the way through the process to a formal determination.

When acting as the Independent Determining Accountant, our goal is to provide an efficient, effective, properly justified and objective determination of the matters in dispute.

Where we can help

We can assist at all stages of the process, including:

Pre- and Post-Closing
  • Discussing the strength of potential arguments and extracting, collating and preparing appropriate evidence in support of your position.
Post-Closing
  • Assisting in preparing Draft Accounts or an Objection Notice, as applicable;
  • Accompanying you to meetings with the other party's advisers;
  • Advising on procedure should the matter move to a formal dispute;
  • Assisting in drafting the formal submissions to the appointed Independent Accountant; and
  • Responding to questions and information requests from the appointed Independent Accountant.
Acting as the Independent Accountant

Alternatively, should you require an Independent Accountant to determine a dispute over a set of Closing Accounts or other price-adjustment mechanism, we can act in that role and, where appropriate, provide directions to the parties in dispute as to an effective procedure.

We also offer pre-sales advice services.

For further information, please contact Patrick Maher, or please call 020 7303 2156.