Leveling the Playing Field of Purchase Price Adjustment

By Jordan Weiss and Jenna Newmark (April 12, 2018, 1:09 p.m. EDT) — It’s late on a Friday and our client is calling. She sold her business a few months ago and the buyer never disclosed her position on the closing working capital of the business. Now, a month after expiration, the buyer is asking for a six-figure purchase price adjustment. My client has two questions: Did the buyer not breach the contract and does that mean the buyer waived the right to challenge the seller’s working capital estimate?

In this article, we seek to answer these questions and suggest changes that sell-side lawyers should consider to avoid this problem and level the post-closing…

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Eleanor C. William