About the Course
Introduction
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, including instances of fraud, and best practices for resolving them.
Description
More than half of all M&A deals result in post-closing disputes related to purchase price adjustments, earnouts, indemnity, and/or breach of representations and warranties claims (including fraud and negligence claims). Common allegations in disputes over working capital adjustments and earnouts relate to discrepancies in the accounting methods applied by the parties, claims that the seller failed to disclose material contingencies or liabilities, ambiguous milestone descriptions, and/or claims the target business was not operated as represented.
While sometimes unavoidable, post-closing disputes can often be avoided, or at the very least 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.
Presented By
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. Earles is a partner in Cooley’s litigation department and co-lead of the Chicago litigation group. His practice concentrates on complex commercial litigation, with a focus on post-closing and M&A-driven disputes.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Wednesday, June 3, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Common drivers of M&A post-closing disputes over purchase price and earnouts
II. Best practices to minimize conflicts
III. 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?
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M&A Post-Closing Disputes: Avoiding, Minimizing, Resolving Working Capital Adjustments and Earnouts Disputes, Fraud
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