Introduction to our M&A Disputes Series

Posted: 08 / 08 / 2024

We are pleased to announce the launch of a series of insights covering the risks and pitfalls in relation to mergers and acquisitions (deals) and the range of disputes that can arise. Our insights are based on the experience in the Forensic Accounting team of quantifying losses and investigating issues in relation to a wide range of post transaction disputes, with added expert inputs from our Deal Advisory and Tax teams.

Our national Deal Advisory team, which covers Corporate Finance and Transaction Services is led by Logan Rowan. Logan was previously a Partner in KPMG’s London office, where he worked for 20 years, leading the firm’s relationship with some of its most significant private equity and corporate clients. During his time at KPMG, Logan led the work on several high-profile transactions across the UK, European and US markets and has significant experience of complex deal issues on buy-side and sell-side transactions.

Our Transaction Services Director, Amit Rungta, has over 12 years of global Big Four transactions experience across the UK, Singapore, and India and joined Sedulo from a senior role at PWC UK. Amit’s transaction advisory experience includes advising deals across sectors and across markets. Amit’s experience includes advising on SPA definitions relating to purchase price elements and accounting policies, the nuances of completion mechanisms (both locked-box and completion accounts) and post deal monitoring and value protection.

Our tax team also has significant experience of various issues which may arise regarding tax in relation to transactions.

We will cover technical guidance and potential areas of disputes that can arise in relation to a in relation to M&A (deals) including the following:

Purchase price and accounting definitions around EBITDA, NWC, Net Debt and debt-like items, and accounting policies
Warranted financial statements
Carve out accounts
Completion accounts and locked-box accounts
Leakage reviews and post deal monitoring, value protection
Earn-out arrangements, use of deferred consideration and escrow mechanisms
Deferred consideration and specific issues in relation to IFRS 3
Purchase price adjustments
Contentious provisions within Share Purchase Agreements
Areas where forensic accountants can assist on post transaction disputes
Common warranty and representation breaches on post transaction disputes
Quantification of losses in post transaction disputes
The use of expert determinations and other methods to resolve M&A disputes
Specified assets and specified transactions related matters
Commercial and market related disputes and litigation
Tax indemnities and warranties’ claims
Management of historic tax liabilities post transaction and/or HMRC enquiries
Review of cross border tax exposures/risks
Other tax related disputes