No earlier than the dispute arises, you will know whether or not an M&A contract is good. Then it becomes clear whether the wording really attains the high ideal of supporting one’s own interpretation while, at the same time, giving alternative interpretations no chance of getting accepted by an arbitral tribunal.
To achieve this high ideal, the authors of the M&A contract have to be familiar with and to be able to work with (i) financial/management accounting and (ii) economic valuation concepts. What is important here is systematics and conceptual matters (not encyclopaedic knowledge of details).
Demanding from accountants, for instance, only what they can actually deliver and taking into account the (very) limited exactness and ambiguity of accounting priciples in a diligent manner (and not being guided by false perceptions), only that approach contributes effectively to making one’s own interpretation of the M&A contract unassailable.
That is at the core of a series of workshops about the design and drafting of the economic or accounting-related parts of M&A contracts (price adjustment mechanisms, earn-out provisions, put/call options and the respective accounting and dispute resolution provisions). The various workshops can be performed independently from each other – either face-to-face or in virtual meetings.
Any questions arising ad hoc regarding the design of price adjustment mechanisms, earn-out provisions, put/call options and the respective accounting and dispute resolution provisions as well as governance matters in connection with sale and purchase agreements, shareholder agreements, financing agreements or W&I insurance policies can be discussed and resolved quickly exactly when they arise.
My service offering is targeted at a wide range of clients for which M&A contracts or – for various types of disputes - dispute resolution via arbitration proceedings may be relevant.