In the course of a merger and acquisition (M&A) transaction, the principals and their advisors face a series of decisions, often against the backdrop of an unrealistic deadline, imperfect information and a shrewd other side. In making these decisions, they have to deal with complex technical matters at the intersection of disciplines, including accounting, law, taxation, corporate finance, operations, environmental and strategy. It is not always possible during the negotiations to take a step back and contemplate issues likely to arise before or after completion that may result in a dispute or to address or mitigate risks. It is therefore easy in these highly charged circumstances to create outcomes that end up in legal disputes. A sound understanding of the completion mechanism including the basis and measurement of individual purchase price adjustments is important to negotiate good deals and avoid disputes. This book provides an in-depth discussion of the completion mechanism, including key arguments for or against individual deductions or adjustments. This can be helpful in negotiations. It also provides diagnostic tools and many recommendations that can help avoid disputes. If a dispute has occurred, it discusses how it can be resolved as well as the conceptual basis and practical approaches to the measurement of damages. The book deals with numerous matters that need to be addressed during M&A negotiations and can lead to post-M&A dissonance, including the following: - the equity bridge: from fi rm value to the purchase price for the equity; - closing conditions, the closing process and the completion accounts; - an in-depth discussion of individual purchase price adjustments from factoring to pensions and from leases to the working capital reference value; - material adverse change clauses; - aspects of locked box transactions, including the interest over the locked box period; - how to structure earn-outs to avoid disputes; - red flags for fraud; - damages valuation in M&A disputes; and - lessons learned on how to avoid or deal with disputes. The author analyses a large number of actual post-M&A disputes as a lens to bring into focus precisely where things go wrong in practice. He then sets out practical solutions to the problems dealmakers face, how to negotiate individual price adjustments, and lessons learned from disputes. This book will be useful to M&A practitioners, be they in-house counsel, private equity, sovereign wealth funds, international arbitration centres or other players, as well as the investment bankers, accountants and the professionals who advise them. It will also prove to be of great value to those who deal with post-M&A disputes – judges, arbitrators and litigators – and legal academics interested in the M&A field.

Navigate M&A accounting arbitrations with insider perspective M&A Disputes takes you inside the dispute resolution process to help you put together the many "moving parts" necessary to obtain a successful outcome. With deep insight from experts in the field—including valuable advice from the arbitrator's perspective—this book guides you through the entire process to explore the variables at work. The high volume of M&A transactions makes post-closing price adjustment provisions and accounting arbitrations a critical part of doing business. Yet, the field is opaque to non-practitioners and important issues can be easily misunderstood without specific knowledge and experience. A resulting award can make or break a transaction; an intimate understanding of the process's inner working can help you plan your position to the greatest advantage. This book explores the many factors that that contribute to a successful resolution across the entire transaction life cycle from contract negotiation through the dispute phase including due diligence, determination of the target net working capital, conception and closing of the purchase agreement, post-closing negotiation and dispute resolution, the impact of accounting practices, guidance, and documentation as well as relevant auditing concepts, and various facts and circumstances surrounding the target business and the transaction that need to be considered. M&A volume remains high and continues to result in large numbers of current and future post-closing M&A disputes. Clients rely on their attorneys and advisers to guide them through the process and counsel them toward a positive outcome. Those professionals will find that M&A accounting arbitrations carry a range of distinctions that require a specialized knowledge base to navigate correctly. This book provides real-world guidance from experts in the field, with invaluable insight for every stage of the process. Walk through the entire dispute resolution process from arbitrator selection through final award Understand how M&A agreement provisions impact the awarded amount as well as the options available to limit the scope of potential disputes and the "gaming" of the post-closing process by the counterparty Understand the nature of accounting estimates and guidance, their interaction with accounting arbitrations, and how to synthesize facts, circumstances, and GAAP into a persuasive argument to present to the accounting arbitrator Get situation-specific advice for different types of transactions Learn practitioner "dos" and "don'ts" from the arbitrator's perspective M&A Disputes provides transaction parties and their representatives an inside view at the transaction and commonly disputed items through the eyes of the arbitrator to provide them with uniquely valuable insight. In addition to being an invaluable tool for practitioners appearing before an accounting arbitrator, M&A Disputes also provides advice to would-be and experienced arbitrators alike to successfully resolve disputes that can be significant and complex.

In this title leading experts in the field of international arbitration provide legal and practical guidance on the key types of dispute likely to arise from M&A transactions (eg, warranty claims, shareholder disputes, claims relating to completion accounts), and offer procedural and tactical tips for arbitration arising from them. The content also covers the fundamental questions of arbitrability, confidentiality, freedom to choose the governing law (and questions of mandatory law) and enforceability in 20 key jurisdictions.

The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.

An engaging exploration of modern-day deals and deal-making Gods at War details the recent deals and events that have forever changed the world of billion-dollar deal-making. This book is a whirlwind tour of the players determining the destiny of corporate America, including the government, private equity, strategic buyers, hedge funds, and sovereign wealth funds. It not only examines many of the game-changing takeover events that have occurred in the past years, but also puts them into context and exposes what is really going on behind the scenes on Wall Street. Gods at War completely covers the strategic issues that guide the modern-day deal, and since they unfold under the shadow of the law, it also focuses on the legal aspects of deal-making and takeovers. Each chapter unfolds through the lens of a recent transaction, from the battle between Yahoo! and Microsoft to the United Rental/Cerberus dispute Provides in-depth explanations and analysis of the events and actors that have shaped this fast-moving field Examines the federal government's regulation by deal approach to saving the financial system and explains the government's biggest "deals", including its bail-outs of AIG, Bank of America, and Citigroup Filled with in-depth insights that will enhance your understanding of this field, Gods at War offers an engaging look at deals and deal-makers in the context of recent historical events. It's a book for those who want to understand deals, takeovers, and the people and institutions who shape our world.

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This report examines the use of these entities in nearly all cases of corruption. It builds upon case law, interviews with investigators, corporate registries and financial institutions and a 'mystery shopping' exercise to provide evidence of this criminal practice.