Mergers and Acquisitions Disputes

Holland & Knight's Mergers and Acquisitions (M&A) Disputes Team is comprised of both transactional and trial attorneys dedicated to an in-depth understanding of your deal expectations and to drive outcomes consistent with those expectations. We can achieve this through post-transaction negotiation, the purchase price adjustment or indemnification dispute resolution provisions in acquisition agreements, representations and warranties (R&W) insurance, litigation or arbitration (standard and streamlined).

We Understand Your Deal

Our M&A Disputes Team is staffed with one of the country's few cross-disciplinary groups of attorneys who take the time to understand your business rationale and how you valued the acquisition. Comprised of litigators and transaction attorneys (experienced in both strategic and private equity mergers, acquisitions and divestures), the M&A Disputes Team is well-versed in multiple valuation methodologies, including discounted cash flow (DCF), comparable company analysis, comparable transaction analysis, internal rate of return (IRR) and industry-specific EBITDA multiples.

This unique understanding of transaction valuation is essential to articulating the complex damage theories often involved in these disputes and determining whether damages should be computed on a multiple or dollar-for-dollar basis. Our extensive network of outside consultants also includes some of the top valuation and accounting professionals in the industry, quickly mobilized to meet your dispute resolution needs.

We Identify the Inflection Points

Deals cannot be generalized, but the areas of disagreement post-closing can be predicted. Disputes over earn-outs, working capital or other purchase price adjustments, accounting principles and adjustments (consistently applied, generally accepted accounting principles (GAAP) and sellers' accounting principles), representations and warranties (GAAP, compliance with laws, material contracts, financial statements, undisclosed liabilities, etc.) and indemnification are just some of the many post-acquisition conflicts that we routinely handle. We know these inflection points and can quickly assess them – you are not paying us to learn them. Because of Holland & Knight's broad-based specialty practices, our knowledge and capabilities are quickly brought to bear in a wide range of areas when necessary – including environmental, tax, healthcare, employment, privacy and intellectual property.

We Know Your Industry

Holland & Knight's M&A Disputes Team takes advantage of the firm's collaborative, industry-focused groups to address a variety of industry-specific post-acquisition issues. Working in tandem, our lawyers develop creative and outcome-driven solutions to help resolve industry-specific issues across a broad range of sectors, including:

• consumer products
• energy
• financial services
• government contracts
• healthcare and life sciences
• technology
• transportation
• manufacturing

We Resolve Disputes in Every Form and Forum

While our M&A Disputes Team includes a core group of litigators with extensive experience litigating these issues, the team will, depending on the dispute forum, work hand-in hand with members of Holland & Knight's litigation practice, which is one of the largest in the country and has extensive experience in almost all jurisdictions and alternative dispute forums.

Additionally, as a leader in advising R&W insurers with respect to the underwriting of policies and the evaluation of claims, as well as advising purchasers of such policies, we have substantial insight into the R&W claims adjustment process, as well as how to quickly and efficiently present and resolve your claim. When needed, we also work closely with Holland & Knight's Insurance Fraud and Recovery Team, which is comprised of lawyers whose practices are dedicated to investigating and litigating complex fraud schemes for the insurance industry, other financial institutions, and M&A buyers and sellers.

Holland & Knight's Mergers and Acquisitions Disputes Team is comprised of both transactional and trial attorneys dedicated to an in-depth understanding of your deal expectations and to drive outcomes consistent with those expectations. We represent purchasers, sellers and other transaction participants in post-closing disputes involving small, middle-market and large businesses.