Post-M&A Disputes

FTI Consulting’s M&A Disputes Group brings together a unique combination of multi-disciplinary, market leading experts to help clients manage deal value and respond to disputes post-completion. Post-M&A disputes, which range from price adjustments and deferred consideration disputes to breach of warranty and fraud claims, are more common than most participants in M&A transactions may realise.

Macro- or micro-economic factors can intensify the scope for disputes: geopolitical uncertainty, the Covid pandemic, the end of a low interest rate environment, the aggressive return of inflation, and volatility in the energy markets, to name a few. These disruptions and changes meet with a recent record M&A market and subsequent record decline, as well as the growing use of innovative products, such as Warranty & Indemnity (W&I) insurance.

FTI Consulting’s Post-M&A Disputes Group uniquely combines experts with a focus on M&A disputes from our forensic accounting, damages and valuation, technology, and strategic communications practices. This group can assist clients in navigating complex disputes and managing transaction risks that may arise from M&A-and joint venture-related disputes. Our Post-M&A Disputes Group can help clients address high-value questions which may arise at different stages before, during or after completion, including the following situations:

Expert determination

• Are looking to negotiate or resolve a post-M&A dispute (e.g. completion accounts, earn-out) through expert determination?
• Have received an Objection or Dispute Notice from the other party or do not agree with the calculation of the final purchase price or a deferred consideration by the other party?
• Are you looking to appoint an experienced independent accounting expert to resolve a post-M&A dispute?

Warranty or indemnity claims and quantum of damages

• Is there an indication of misstatements in the pre-acquisition financial statements?
• Is there evidence of seller’s misrepresentations or omissions of any other disclosures?
• Is there a requirement to assess the quantum of damages as a result of a breach of contractual obligations?
• Is the transaction insured, and is the insurance case separate from any litigation or arbitration against the seller?

Alleged cases of fraud

• Is there an indication of intentional misrepresentation, the omission of material information, bribery, corruption, or any other acts of fraud?
• Is there a requirement to assess the damages as a result of fraud?