Post-acquisition disputes PDF
Preview Post-acquisition disputes
Post-acquisition disputes KPMG Forensic September 2016 Select the right professional services frm – one with the industry depth, knowledge, and insight to help clients address their most pressing issues. kpmg.com/uk Contents KPMG’s post-acquisition disputes services 02 Completion accounts disputes 04 Warranty disputes 06 Independent accountant expert determinations 08 Case studies 10 © 2016 KPMG PL , a KU limited liability partnership and a member firm of the KPMG network of independent Post-acquisition disputes 1 member firms affiliated with KPMG International K“( PMG International ,)” a Swiss entity. All rights reserved. KPMG’s post-acquisition disputes services KPMG’s Forensic team provides KPMG’s Dispute Advisory Services Disputes arising from acquisitions accounting, economic, loss team assists litigants and their legal and disposals, as well as other forms quantifcation and valuation-related counsel with potentially costly and of commercial agreements, have advice and opinions as well as disruptive disputes and litigation. become increasingly common and document disclosure services. KPMG delivers a wide range of complex in today’s marketplace. Our objective assessments help services to assist with the resolution Because of the complexities, to resolve disputes in arbitration, of disputes including: differing interpretations of accounting litigation, insurance claims • Forensic accounting investigations principles, and the lack of specifcity and transactions. We serve as around the fnancial provisions in consultants, expert witnesses, • Early case assessment many sale and purchase agreements, arbitrators and independent • Document and electronic record buyers and sellers often fnd accountant experts. We also disclosure themselves in dispute over these support parties in negotiations and provisions (such as fnal adjustments mediations. • Data analysis to consideration and earn-out When disputes arise, it is important • Corporate intelligence provisions). Additionally, inadequate to gather the relevant facts, isolate up-front due diligence can often • Valuations and understand the key business lead to unforeseen obligations or and fnancial issues so as to identify • Economic analysis exposures that may not have been the economic implications as soon contemplated by the parties, which • Accounting and auditing expertise as possible. Disputes can involve could result in an unexpected complex economic, fnancial and • Damages assessment reduction to consideration or a technical issues as well as multiple potential warranty claim. • Advice on negotiation strategy client locations and applicable laws and standards. Parties with • Expert witness testimony an understanding of the issues • Independent expert determination can make better decisions when responding to disputes. 2 Post-acquisition disputes © 2016 KPMG LLP, a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International (“KPMG International”), a Swiss entity. All rights reserved. Post-completion acquisition related dispute advisory services Preparation or review of completion accounts • Assistance in preparing completion accounts • Calculation of purchase price adjustments 01 • Review of closing accounts to ensure consistency with the accounting principles set forth under the agreement Dispute notice and good faith negotiations • Review of draft completion accounts/earn-out statement • Assistance with preparing any objection or dispute notice 02 • Assistance with strategy for good faith negotiations • Drafting position statements on the disputed items • Advising on discovery issues and access to books and records Dispute resolution process • Advising on the selection of the independent accountant or being that accountant 03 • Assisting as advocate in presenting the position to the independent accountant • Acting as the independent expert witness • Providing independent determination or arbiter services • Assisting with international arbitration or local courts and arbitrations © 2016 KPMG PL , a KU limited liability partnership and a member firm of the KPMG network of independent Post-acquisition disputes 3 member firms affiliated with KPMG International K“( PMG International ,)” a Swiss entity. All rights reserved. Completion accounts disputes KPMG advises on the preparation or review of completion accounts and dispute or objection notices, provides support in settlement negotiations, and helps to present a client’s case before an independent accountant/ determiner, both orally and in writing. Some questions to consider: • Is there a likelihood of a dispute over one or more of the balance sheet areas in the completion accounts? • Do you think that you have paid too much for a business? • Have you received a dispute or objection notice from the other party? • Are you fnding it diffcult to negotiate the resolution of disputed items with the other party? • Have settlement negotiations broken down? • Have you or the other party invoked the expert determination clause in a sale and purchase agreement? 4 Post-acquisition disputes © 2016 KPMG LLP, a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International (“KPMG International”), a Swiss entity. All rights reserved. KPMG Forensic can help: You may need We provide Potential benefts to you Assistance in preparing or reviewing Assessment of whether the Identifcation of adjustments completion statements. completion statements have been that could impact the value of prepared in accordance with the consideration paid by the buyer or provisions in the sale and purchase received by the seller. agreement. Assistance in preparing or reviewing Identifcation of items which can be Awareness of the strengths and a dispute notice. taken forward for determination by weaknesses of your case and an an independent accountant. ability to negotiate from a position of strength. Assistance in settlement Assessment of the strength of your A fair and satisfactory result and negotiations. position. Identifcation of a likely faster resolution of a dispute, saving range for settlement. time and money. Advice on selecting an independent Help in sourcing an experienced A qualifed expert with a suitable accountant and negotiating terms of independent accountant, negotiating timetable and terms of engagement reference. timetables and the process. to determine your case. Assistance in the preparation of A professionally prepared report or Credible and professional submissions, both oral and written, presentation which explains your presentation of your case by to an independent accountant. position effectively and forcefully. experienced forensic accountants. The appointment of an independent Independent accountants who An objective determination or award accountant to determine or arbitrate are experienced determiners and settling the dispute. the matters in dispute. arbitrators (see page 8). © 2016 KPMG LLP, a UK limited liability partnership and a member firm of the KPMG network of independent Post-acquisition disputes 5 member firms affiliated with KPMG International (“KPMG International”), a Swiss entity. All rights reserved. Warranty disputes A KPMG professional can advise you Some questions to consider: • Are you facing a warranty claim or your client in a warranty dispute which is diverting management’s • As a purchaser, are you concerned and act as an expert witness where time from running your business? that fnancial, commercial or appropriate. Warranty claims arise accounting information which has • Do you need help to quantify the when a purchaser discovers after come to light post-acquisition amount of a warranty claim or to completion a difference between the would have affected the purchase evaluate, document and present acquired business as warranted and price if you had been aware of it your position in a warranty its condition at the date the vendor beforehand? dispute? gave the warranties, subject to any disclosures. • Are you unsure whether a • Are you in need of a credible fnancial or accounting warranty independent expert witness has been breached? opinion to help resolve a warranty dispute? 6 Post-acquisition disputes © 2016 KPMG LLP, a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International (“KPMG International”), a Swiss entity. All rights reserved. KPMG Forensic can help: You may need We provide Potential benefts to you • Dispute advisory services • Wide-ranging industry focused • An accurate assessment of your in presenting or defending a tactical advice and experience in position as soon as possible. claim for breach of fnancial or the dispute process. • A realistic view of the reasonable accounting warranties. • Effcient project management, settlement range to allow you • Quantifcation of damages, an document control and disclosure to negotiate from an informed evaluation of the likely outcome management. position. of the dispute, and assistance in • Objective opinions on the • A credible presentation of the negotiations. strengths and weaknesses of evidence by a reputable expert • An impartial assessment of the your case. witness. warranty claim and strong expert • Robust and credible expert • Clear and objective reports that testimony. witnesses with considerable provide a powerful presentation • A high quality realistic, experience of cross-examination. of facts, opinions and written report setting out the conclusions. • Reports drafted with factual details and arguments precision and clarity, readily concerning the warranty claim. comprehensible to the non- accountant. © 2016 KPMG LLP, a UK limited liability partnership and a member firm of the KPMG network of independent Post-acquisition disputes 7 member firms affiliated with KPMG International (“KPMG International”), a Swiss entity. All rights reserved. Independent accountant expert determinations KPMG professionals have been As with other forms of alternative a knowledgeable and experienced appointed on many occasions as dispute resolution, the benefts individual who understands not only an independent accountant to of expert determinations lie in the process to be followed but also carry out expert determinations. their greater speed and lower the industry sector practices relevant Our team is represented on the costs in comparison to litigation or to the dispute. Institute of Chartered Accountants arbitration. We understand that, in in England and Wales (ICAEW) list of order for these to be realised, the independent accountants. process must be run effciently by 8 Post-acquisition disputes © 2016 KPMG LLP, a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International (“KPMG International”), a Swiss entity. All rights reserved.
The list of books you might like
