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
VINCENT BIEMANS and JERRY HANSEN are managing directors of Berkeley Research Group. They assist U.S. and European clients with their M&A disputes. They serve as accounting arbitrators retained jointly by buyers and sellers. They also advise individual parties, whether buyer or seller, during the post-closing negotiation and dispute phases. Their experience spans a wide range of transactions, industries, and deal and dispute sizes.
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