A signed deal is not a finished deal: disputed earn-outs, liabilities discovered after closing, or downward price adjustments. The stakes are often high, and contractual deadlines are tight.
Post-Acquisition and Corporate Litigation
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01 — Earn-out clauses
An earn-out depends on the future performance of the sold company, now under the buyer's control. Disagreements often center on calculations, accounting adjustments, or management decisions that may have intentionally degraded performance indicators.
02 — Representations and warranties
A tax audit, an employment dispute, or a debt revealed after the sale. Everything hinges on the terms of the warranty: scope, thresholds, caps, deadlines, and notification procedures. The firm acts for both buyers seeking to trigger a claim and sellers contesting one.
03 — Price adjustments and broken negotiations
Disputed closing accounts, misapplied adjustment mechanisms, or challenges to the mandate of an expert appointed by the parties. Alternatively, in the pre-closing phase, advanced negotiations broken off without legitimate cause can lead to liability for the party at fault.
Comment intervient le cabinet
Rigorous review of the purchase agreement and its annexes, quantification of claims, followed by negotiation between counsel or recourse to the expert provided for in the contract.
Notifications within contractual deadlines, triggering bank guarantees or escrow accounts, and seeking protective measures when recovery is at risk.
Litigation before commercial courts or the arbitral tribunal designated by the contract, acting as either plaintiff or defendant.