Table of Contents

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

About the Author

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.