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

Ms. Brien’s practice focuses on complex commercial litigation and securities litigation matters. She has substantial experience in a wide range of disputes in federal and state courts, including contract disputes, securities class actions, and shareholder derivative and books and records litigation. Ms. Brien is a trusted adviser to and fierce advocate for her clients, which include individuals, venture capital firms, early-stage startups and publicly traded companies in various industries, including life sciences and technology.

Mr. Brown’s practice focuses on representing private equity funds and strategics in buy-side and sell-side transactions, including leveraged buyouts, minority and growth investments, going-private transactions, carve-out acquisitions, tender offers, and other strategic business transactions. His practice spans many different industries, with a particular focus in technology and life sciences, and includes buyers and sellers of both public and private companies, including private equity sponsors. Mr. Brown also has extensive experience in cross-border transactions, having advised on transactions involving parties in North America, Europe, Asia and South America. He routinely counsels boards and executive officers on their significant transactions, including fiduciary duty issues, and general corporate matters. Mr. Brown also regularly works with portfolio companies of private equity firms on their transactional and general corporate matters. 

Mr. Reagin focuses on complex business and commercial disputes, and he is a go-to lawyer in the firm for high-profile and significant exposure matters. He has particular experience representing purchasers and sellers in post-closing M&A disputes and claims relating to earnouts, purchase price adjustments and for breaches of representations and warranties and indemnity, including litigating these issues in the courts of Delaware. Mr. Reagin regularly publishes on matters involving D&O liability, including updates on leading decisions from the Delaware Court of Chancery and other significant fora contributing to the development of D&O and securities law. In his broader commercial practice, Mr. Reagin has handled numerous disputes on behalf of companies, their officers and directors in connection with business tort, fraud, contract, fiduciary duty, restrictive covenant, trade secret, unfair competition, Lanham Act, antitrust and civil RICO claims in courts around the country and in international arbitrations.