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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.

How we can help

We have extensive experience of such dispute situations, whether advising a party to the deal or acting as the Independent Accountant. Our global team 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.

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.

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.

Useful links

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Key contacts

  • Andrew Isham
    Partner
    Jersey
  • Rick Garrard
    Partner
    Guernsey
  • Sarah Sanders
    Partner
    Isle of Man
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