Your expert for questions
Peter Gröninger
Partner, SPA Finance, Post-Signing Assistance and M&A Dispute Services Lead at PwC Germany
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Securing transaction success and avoiding disputes
The Share Purchase Agreement (SPA) is central to the success of an M&A transaction. It translates the findings of the due diligence into binding mechanisms and determines how risks, purchase price and value allocation are settled between the parties.
We support you across the entire M&A transaction cycle: from contract negotiations, through signing, to asserting and enforcing your claims after closing. Our focus is on structuring the Share Purchase Agreement and creating clear mechanisms so that the agreed purchase price and key deal terms are established in a legally sound and enforceable manner. In the event of a dispute, our integrated team – with experts from Finance, Valuation, Tax, Legal and Forensics – is available to support you.
SPA Advice
To identify economic risks early and manage them effectively, findings from the due diligence must be reflected in the Share Purchase Agreement. To prepare the SPA effectively, the parties involved need to address the following topics:
- Selecting suitable purchase price mechanisms
- Precise definitions of “Cash”, “Debt” and “Working Capital”
- Linking due diligence with the purchase agreement
- Minimizing dispute risks
- Linking deal value drivers with earn‑outs and other purchase price components
Our specialists assist in establishing purchase price mechanisms and translate financial findings into robust contract clauses (including earn‑out, leakage, W&I insurance, Material Adverse Change (MAC)). This ensures that price, warranties and risk allocation reflect the actual value drivers.
“Our specialized SPA Finance Advice & M&A Disputes team connects the findings from financial due diligence with the sale and purchase agreement. We support you holistically – from contract drafting through the consistent enforcement of your claims in the event of M&A disputes. In doing so, we ensure that the agreed purchase price and key financial contract terms are upheld, safeguarding the success of your transaction.”
Post-Signing Assistance
Immediately after closing, the focus shifts to the Closing or Completion Accounts. These typically form the basis for determining the final purchase price. It is crucial to implement the purchase price mechanism agreed in the SPA – precisely, on time and in accordance with the SPA provisions.
To ensure this, buyers and sellers must consider key aspects such as:
- Assisting in the preparation or analysis of Closing Accounts
- Ensuring the contractually compliant determination of “Cash”, “Debt” and “Working Capital”
- Supporting the formal objection process (Objection Notice)
- Analyzing for impermissible value outflows (leakage)
We assist you in preparing and analyzing Closing or Completion Accounts. In doing so, we identify potential areas of dispute in individual balance sheet line items at an early stage. For negotiations with the other side, we prepare well‑founded, evidence‑based arguments.
Our dedicated SPA team supports all transactions at PwC. With this extensive experience, we develop a tailored solution for you, taking into account deal‑ and industry‑specific points, as well as tactical negotiation considerations.
M&A Dispute Services
M&A Dispute Services: Finance, Valuation, Tax, Legal and Forensic expertise from a single source
Despite best efforts, post-deal disputes can still arise. If these cannot be resolved amicably, we support you in enforcing your rights through formal proceedings. Our integrated team provides the interdisciplinary expertise needed for this.
At PwC, experts in purchase price determination and earn‑outs, damage valuations, tax disputes, legal issues and forensic special investigations work closely together.
Your experts for M&A Dispute Services
Arndt Engelmann
Partner, Contract Management & Compliance, PwC Germany
Services in focus
- M&A disputes concerning purchase price determination, earn‑outs, and other accounting and finance issues
- Disputes concerning company valuations and quantification of damages
- M&A disputes arising from tax matters
- M&A legal disputes
- Forensic review and investigation following an M&A transaction
M&A disputes concerning purchase price determination, earn‑outs, and other accounting and finance issues
Some of the most common reasons for post-closing disputes are:
- The final determination of the purchase price or its adjustment
- Earn‑outs
- Accounting principles
- Warranty and indemnification claims.
We assist you in identifying, preparing and enforcing your claims.
To successfully enforce such claims in post‑transaction disputes and to defend one's own position the following aspects, among others, must be addressed early on:
- Deadlines and formal requirements of a dispute resolution procedure
- Effects of the agreed accounting policies
- Identifying and preparing suitable evidence and data (“dispute‑readiness”)
- Scenario analysis of possible procedural outcomes and settlement options
- Scope of information access rights under the SPA
Our experts are regularly appointed as neutral experts to prepare expert determinations on purchase price or earn‑out disputes. Such an expert determination clause is a typical component of company purchase agreements. Where needed, we can draw on broad specialist expertise within our PwC network.
In addition, our experts act as party‑appointed experts and prepare expert reports, assist in drafting submissions, and support proceedings before expert determiners, arbitral tribunals and state courts. In doing so, we work closely and in coordination with your legal advisors. Thanks to our extensive experience, we can give you an early indication of the prospects of success and strategic options for action.
Your expert contact
Peter Gröninger
Partner, SPA Finance, Post-Signing Assistance and M&A Dispute Services Lead at PwC Germany
Disputes concerning company valuations and quantification of damages
Financial damage valuations play a central role in enforcing claims or defending against unjustified claims in connection with corporate transactions. A precise and understandable quantification is decisive for success in court or arbitration proceedings. A particular challenge lies in quantifying damages where material information about the target’s performance and future expectations was withheld or incorrectly disclosed during due diligence.
Key considerations include:
- Expert, persuasive derivation of financial damages following an M&A transaction based on counterfactual scenario analysis or change in enterprise value
- Robust demonstration of causation between the damaging event – for example, incorrectly disclosed information on revenues, margins or customers – and the damage
- Documentation requirements in the expert opinion for successful enforcement
- Handling any consequential damages, for example from interrupted supply, production or sales processes
Our experts regularly determine financial damages on behalf of investors, companies and arbitral tribunals. Based on this extensive experience, we prepare persuasive and robust damage assessments and appear as expert witnesses in court and arbitration proceedings.
Your expert contact
M&A disputes arising from tax matters
After an M&A transaction, tax matters are (almost) always re-examined by the relevant tax authorities and can lead to significant disputes. Common tax conflict points include breaches of tax warranties and indemnities, missed disclosure obligations, and hidden tax risks of the target company, some of which only emerge years after completion of the transaction.
Key questions to address include:
- Is there a breach of a tax warranty agreed in the SPA?
- What deadlines and formal requirements must be observed when asserting claims relating to tax matters?
- To what extent do the agreed tax indemnities apply to my case?
Your expert contact
M&A legal disputes
Unexpected disputes can arise after an M&A transaction that jeopardize the success of your investment. Our specialized legal advisory team supports you in analyzing, evaluating and resolving M&A disputes – whether relating to warranty claims, breaches of contract, or liability issues. We support you in negotiations, mediation proceedings and, where necessary, litigation, to represent your interests effectively.
Key considerations include:
- Early and strategic engagement with potential legal disputes is crucial to limiting economic risks and avoiding protracted disputes
- Selection of dispute resolution mechanisms: expert determination, arbitration, mediation, negotiation, or state court jurisdiction, for example before Commercial Courts or Commercial Chambers – the approach best suited in a given case depends on the specific interests involved. We provide holistic support and advice
- M&A disputes are typically highly complex. Resolving them therefore requires forward‑looking thinking, especially with regard to contractual dispute resolution clauses, possible procedural prerequisites, securing relevant evidence, and a robust procedural strategy
Your expert contact
Forensic review and investigation following an M&A transaction
In M&A disputes following corporate mergers and acquisitions, forensic investigations are an indispensable tool – not only to uncover financial irregularities and breaches of contract after they have occurred, but also to proactively identify risks that could escalate into costly litigation. We conduct thorough reviews of business transactions, assess compliance frameworks, and identify early warning signs of misrepresentation, hidden liabilities and breaches of contract.
Key questions to address include:
- What warning signs should we particularly monitor after completion of the transaction with regard to potential irregularities?
- What impact can the identified irregularities have on the contractual arrangements and any warranty or indemnification claims?
- Which internal control mechanisms and compliance measures should we review or strengthen immediately after the transaction to minimize risks from irregularities?
Your expert contact
Global expertise, available locally
As part of the international PwC network, we draw on a worldwide team of specialists in post‑M&A disputes – ensuring that we can provide the right expertise for every subject area and every challenge.
Learn more about our international Dispute Resolution team at:
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