Details Matter: Mitigating M&A Post-Closing Purchase Price Disputes

Jerry Hansen, Partner, Forensic Risk Alliance, USA

A post-closing purchase price dispute is never a pleasant experience. I would venture a guess that no one reading this would willingly be involved in a dispute at all, much less spend significant time and money trying to win an argument regarding the intended meaning of purchase agreement provisions the parties drafted and presumably agreed to months ago. While clearly not intended or desired by transaction parties, post-closing disputes very frequently involve such issues. There is hope, however! Let’s discuss how including, revising or expanding some specific provisions in the purchase agreement can mitigate the severity of such post-closing disputes or potentially prevent them from happening at all. Let’s also discuss how, if a dispute does occur, some specific provisions can assist in focusing the dispute resolution process on the substantive issues rather than on unintended ambiguities in the purchase agreement.

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USA Mergers & Acquisition Consultant July 2018 Vol.11, No. 44, Summer 2018

Jerry Hansen

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Gerald (Jerry) Hansen is a CPA and forensic accountant with extensive experience across a variety of accounting, audit, and financial forensics services including purchase price dispute arbitrations, audit services, expert services, forensic due diligence, and fraud investigations. He has served at a Big 4 public accounting firm, a multinational consultancy, as well as global corporations in a career spanning over 25 years. Jerry is currently a partner with Forensic Risk Alliance and leads their M&A dispute practice globally. Jerry previously served as the Southwest Region leader of Ernst & Young’s Transaction Forensics practice, a specialty practice that focused on disputes, investigations, and forensic due diligence services that stem from contemplated and completed merger and acquisition transactions. Jerry also has in-house experience in software revenue recognition, mortgage banking and insurance claims. Jerry has provided dispute, forensic and audit related services to clients in a wide range of industries including real estate, technology, energy, transportation, manufacturing, software, food services, publishing, automotive, healthcare, retail, staffing services, advertising and financial services. Jerry is the author (along with another colleague) of the book M&A Disputes – A Professional Guide to Accounting Arbitrations, a contributing author to The Litigation Services Handbook as well as the AICPA book The Guide to Investigating Business Fraud, in addition to other articles and presentations. He holds a BBA in Finance from Southern Methodist University and an MS in Accounting from the University of Virginia. He is a Certified Public Accountant licensed in Texas.

Forensic Risk Alliance

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Forensic Risk Alliance specializes in cross-border litigation, multi-jurisdictional investigations, M&A disputes, and accounting related litigation. We are experts in analyzing large, complex transactional data sets, with experience working on projects encompassing decades of data and transactions. We have delivered critical evidence to regulators and clients that rely on our experience in complex, long-tail transactional analysis, Anti-Bribery and Corruption (ABC) investigations, disputes, regulatory probes, disgorgements, sanctions, debarment, anti-money laundering and terror financing cases. Our team includes former specialists from the Securities and Exchange Commission (SEC), the Federal Bureau of Investigation (FBI), Certified Public Accountants (CPAs) and Certified Fraud Examiners (CFEs), software engineers, financial analysts, database experts, and legal project managers. Several members of our leadership team are former investment bankers or traders with global market experience (Lazard, HSBC, Deutsche Bank, JP Morgan, Citibank) in London, New York, Paris and Asia. We have worked in over 75 countries, and have credentials with regulators all over the world, including the US Department of Justice (DOJ), the US Securities and Exchange Commission (SEC), The UK Serious Fraud Office (SFO), several European financial authorities and multilateral development banks.

USA Mergers & Acquisition Consultant July 2018 Vol.11, No. 44, Summer 2018