Lunch DIScussions: Post-M&A Disputes – Delivering Deal Value through Financial Disputes

13 March 2025, Online

Moderated by Francis Bellen (Deloitte Legal), the panel featured Anke Sessler (Skadden), Irina Novikova (Deloitte), and Thomas Pfeiffer (Heidelberg University). 

Francis Bellen opened by pointing out that post – M&A disputes typically share the common factor that they influence the value of the target, either directly or indirectly, and that they may serve as a powerful tool for optimising the financial outcome of a deal.  They then discussed contractual mechanisms, dispute triggers, and resolution best practices.

Key Perspectives on Disputes

Legal Counsel’s View
Anke Sessler highlighted common legal triggers for post-M&A disputes: purchase price adjustment clauses and breaches of representations and warranties. Clear contract drafting and thorough documentation of the due diligence and the negotiation process are essential to countering buyer claims.

Financial Expert’s View
Irina Novikova emphasised the impact of purchase price adjustments. Locked-box models favour sellers but restrict price revisions, while completion accounts give buyers flexibility. She also stressed the importance of strong financial documentation.

Arbitrator’s View
Thomas Pfeiffer underscored the complexity of damage assessments and the importance of clear, well-structured arguments. He advised that simplifying explanations enhances a tribunal’s understanding and helps inform the decision-making process.

Best Practices for Dispute Resolution

• Preparation is crucial. All panel members stressed the need for thorough evidence and documentation from the very start of the deal process.
• Choosing the right resolution method matters. Expert determination is efficient but requires cooperation; arbitration offers flexibility, but adds complexity.
• Expert witnesses play a key role. Expert conferencing is an important tool for the Tribunal to identify key differences between both parties experts’ positions.
• Final Takeaways

The panel agreed upon the key takeaways for parties in the M&A process:

For buyers: Establish a consistent dispute strategy early to maintain credibility.
For sellers: Maintain solid and comprehensive documentation to protect against claims.
For all parties: Keep dispute arguments clear and focused to enhance tribunal comprehension.

In final remarks, it was emphasized that when managed strategically, post-M&A disputes can serve as valuable tools for protecting and optimizing deal value.

Karsten Grillitsch
 

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