M&A Post-Closing Disputes: Minimizing and Resolving Disputes Over Working Capital Adjustments and Earnouts

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Wednesday, July 14, 2021

Recorded event now available

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Course Materials

This CLE course will examine the common causes of M&A post-closing disputes regarding working capital adjustments and earnouts. The panel will discuss strategies for mitigating the likelihood of post-closing disputes and considerations and best practices for resolving them.


More than half of all M&A deals result in post-closing disputes related to purchase price, earnouts, indemnity, misrepresentations, or breach of warranties.

Common allegations in disputes over working capital adjustments and earnouts are that the seller's estimate of working capital was arbitrary, the seller's financial statements do not comply with generally accepted accounting principles (GAAP), the seller failed to disclose material contingencies or liabilities, or the target business was not operated as represented. Post-closing disputes can arise even with carefully drafted earnout provisions.

While unavoidable, post-closing disputes can be minimized by clearly outlining in the M&A purchase agreement the parties' agreed-upon accounting standards, whether GAAP or another standard; simplifying valuation calculations and limiting the number of variables; using objective rather than subjective terms in the purchase agreement; and addressing how to resolve disputes as a part of the purchase agreement.

Listen as our authoritative panel discusses recent developments regarding M&A post-closing disputes over working capital adjustments and earnouts and explains best practices for minimizing and resolving disputes.



  1. Common drivers of M&A post-closing disputes over the purchase price and earnouts
  2. Best practices to minimize conflicts
  3. Options and considerations for resolving disputes


The panel will review these and other top-line issues:

  • What are the common reasons for and allegations involved in M&A post-closing disputes over working capital adjustments or earnouts?
  • How can counsel minimize the likelihood of M&A post-closing disputes?
  • What are the conventional processes for resolving M&A post-closing disputes and the pros and cons of each?


Brow, Gregory
Gregory S. Brow

Dentons US

Mr. Brow represents publicly-traded corporations, privately-held businesses, and corporate executives in complex...  |  Read More

Friedland, Scott
Scott Friedland

Senior Managing Director
FTI Consulting

Mr. Friedland is a Senior Managing Director in the FTI Consulting Forensic and Litigation Consulting practice and is...  |  Read More

Ogurick, Matthew
Matthew L. Ogurick

K&L Gates

Mr. Ogurick has broad experience in counseling public and private companies based in the U.S., Europe and Asia, private...  |  Read More

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