Two kinds of post-closing forums
Many purchase agreements send disputes about the closing balance sheet or working capital adjustment to an independent accounting firm rather than to a court or arbitral tribunal. Whether that accountant acts as an arbitrator or as a narrower decision-maker limited to specific numbers affects what can be submitted and how the result can be challenged, and courts have reached different results depending on the wording. Broader claims, such as breaches of representations, fraud, and indemnification, may go to arbitration before institutions like the AAA, JAMS, or the ICC, or to court if the agreement says so. Contracts sometimes divide disputes between these mechanisms in ways that produce arguments over which forum hears what. Reading the dispute resolution clauses together is the first step.
Deadlines and notices built into the deal
Purchase agreements commonly require a dispute notice within a short period after the closing statement is delivered, with specific content, and missing the window can make the other side's numbers final. Indemnity claims often depend on notice before the survival period for representations expires. Gather the purchase agreement and disclosure schedules, the closing statement, the accounting principles the agreement adopted, the data room record, and correspondence from diligence and negotiation. Representation and warranty insurance, if purchased, has its own notice requirements and may change who the real counterparty is. Financial analysis is often prepared by outside accountants retained through counsel.
Shaping M&A arbitration strategy
In a first meeting we review the dispute clauses, the timeline of notices so far, and the size and nature of the disagreement. We discuss whether the matter is really an accounting dispute or a claim that the seller misstated the business, since that distinction can determine the forum and the remedies. Arbitration offers confidentiality and decision-makers with deal experience, but limited appeal and its own cost structure. Settlement is common once both sides see the numbers laid out, especially where the parties remain connected through an earnout or employment. We help you choose a path that fits both the money at stake and the business relationship that remains.
