Post-Acquisition Disputes
Post-acquisition disputes are a common reality in M&A transactions, especially when the acquired company performs differently than expected or when financial clauses in the purchase and sale agreement are open to interpretation. These disputes can be complex, technical, and highly contentious, requiring independent financial expertise to assess the impact of alleged breaches, disputed calculations, or competing valuation positions.
VLSS can provide clear, defensible analysis to help parties resolve these issues efficiently and with confidence.
Our post-acquisition dispute services typically involve providing expert evidence on the financial effects of alleged breaches and/or misrepresentations of either the negotiated purchase price or subsequent earnings of the business or post closing adjustments.
Selected representative experience includes:
Zoeller v. Donald Burke – Provided opinion on behalf of the plaintiff as to impact on the transaction price paid for Burke Water Systems arising from alleged breaches of representations and warranties by the vendor.
Brain Power Enrichment v. Karine Rashkovsky – Provided opinion on behalf of the plaintiff as to impact on the transaction price paid for Brain Power arising from alleged breaches of various agreements by the vendor.
Advertising agency - We were retained by counsel for the directors and officers of the vendor to quantify the losses suffered by the purchaser as a result of various alleged misstatements and non-disclosures.
Corn processing facility - We were retained by the representations and warranties insurer to review the purchaser's claim for multimillion dollar damages with respect to alleged breaches in the condition of assets representation. The main issue was a deduction for normal "wear and tear" and its impact on production yield and profits.
Biogas facility - We were retained by the representations and warranties insurer to review the purchaser's claim for damages resulting from alleged misrepresentations in the books and records of the business. The main issue was the connection between the misrepresented information and the purchase price paid.
Bicycle manufacturer and wholesaler - We were retained by the representations and warranties insurer to review the purchaser's multimillion dollar claim for damages. The main issue related to the obsolescence of inventory and the appropriate provision that should have been booked at the time of the transaction. Matter is ongoing.
Event management business – We were retained by counsel for the directors and officers to review the claim and opine on the impact of the allegations on the purchase price. The vendor was claiming that management had mislead them into accepting a lower purchase price by setting an inappropriate target net working capital and presenting understated EBITDA projections.
Recreational dock manufacturer - We were retained by the representations and warranties insurer to review the purchaser's claim for damages. The main issue related to a loss of a customer and the profitability of that customer.
Supplier of fuel and petroleum products - We were mandated to examine multimillion dollar damages claimed by the buyer under a representations and warranties insurance. The main issues included estimates of asset retirement obligations and accounting for licenses under IFRS.