Webcast: Managing Purchase Price Adjustment Disputes

May 10, 2022

When buyers and sellers negotiate acquisition agreements, they often spend a significant percentage of their negotiating time defining the terms of the provisions that govern purchase price adjustments. Purchase price adjustment mechanisms are also a frequent cause of post-closing disputes between buyers and sellers. In this recorded webcast, Gibson Dunn attorneys and an accountant discuss the purchase price adjustments in detail. The webcast includes discussions on the following topics:

  • A review of the issues that arise when negotiating purchase price adjustment clauses and drafting guidance for in-house counsel
  • A discussion of common sources of post-closing adjustment conflicts and accountants’ views on how these conflicts can be resolved
  • A litigant’s perspective on purchase price adjustment litigation

See the slides (PDF)



PANELISTS:

Stephen Glover is a partner in Gibson Dunn’s Washington, DC office and served as co-chair of the firm’s mergers and acquisitions practice group. Mr. Glover has an extensive practice representing public and private companies in complex mergers and acquisitions, strategic alliances and joint ventures, and other corporate matters. Mr. Glover’s clients include large public companies, emerging growth companies and middle market companies in a wide range of industries. He also advises private equity firms, individual investors and others.

Michelle M. Gourley is a partner in Gibson Dunn’s Orange County office and a member of the firm’s Corporate Department. Ms. Gourley practices general corporate and business law, with a focus on mergers and acquisitions and general business advice. Ms. Gourley has significant experience in domestic and international transactions, including acquisitions, mergers, financings and buyout options in numerous sectors such as manufacturing, medical devices and software. Ms. Gourley regularly advises senior management and private company boards of directors on their day-to-day operations.

Ron Hauben is a senior attorney in the New York office of Gibson Dunn and co-chair of the firm’s Accounting Firms Advocacy and Counsel Group. Mr. Hauben’s practice aims to bring the full range of the firm’s legal services to the accountancy profession, including regulatory enforcement and litigation defense, corporate governance, counsel and advice on a wide range of risk, crisis management and professional practice issues. Mr. Hauben also has extensive experience advising the boards and management of public and private companies on the role of independent auditors and the importance of independent auditing to stakeholders and capital markets.

Marshall R. King is a partner in the New York office of Gibson Dunn and is a member of the firm’s Class Actions and Securities Litigation practice groups. He has extensive experience in commercial and business litigation, with a particular focus on securities litigation, bankruptcy litigation and litigation arising from acquisitions. He often represents buyers or sellers in disputes arising from acquisitions and has advised companies in disputes regarding their rights under deeds.

Christian Morand is a partner at Ernst & Young LLP in the Forensic & Integrity Services practice. She provides litigation support services and alternative dispute resolution services on a variety of issues, including expert testimony, post-transaction disputes, purchase price disputes, and analysis and resolution of transactions or contractual arrangements. Ms. Morand’s experience providing arbitration and expert testimony services includes net working capital disputes, earnout disputes, GAAP and historical consistency issues, issues between GAAP and IFRS and other complex accounting issues. She also has experience conducting accounting and financial fraud investigations, including revenue recognition, asset misappropriation and earnings management.


MCLE CREDIT INFORMATION:

This program has been approved for credit in accordance with the requirements of the New York State Board of Continuing Legal Education for a maximum of 1.0 credit hours, of which 1.0 credit hours may be applied to areas of requirement of professional practice. This course is approved for transitional/non-transitional credit.

Lawyers seeking credit in New York should obtain an affirmation form before viewing the archived version of this webcast. Please contact [email protected] to request the MCLE form.

Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.25 hours.

California attorneys can claim “self-study” credit for viewing the archived version of this webcast. No certificate of attendance is required for California “self-study” credit.

Eleanor C. William