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

Abstract

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.