When one side tries to walk away
Disputes between signing and closing usually involve a buyer that no longer wants the deal, or a seller that believes the buyer is stalling. Buyers sometimes point to a material adverse effect, but courts, particularly in Delaware, have generally set a high bar for that claim, and the definition in the agreement controls what counts. Other disputes concern whether closing conditions were met, whether financing or regulatory delays excuse performance, and whether the seller kept running the business in the ordinary course as promised. Many agreements give the seller a right to specific performance, meaning a court can order the deal to close, while others limit the remedy to a termination fee. Which of those the contract provides shapes the leverage on both sides.
After closing: the accountant, the escrow, and the insurer
Post-closing price adjustments are often sent to an independent accountant whose role and scope are defined in the agreement, and arguments about what that accountant may decide are common. Escrow funds usually require joint instructions or a final decision before they are released, so a disagreement over one indemnity claim can freeze money both sides expected. Where the buyer bought representation and warranty insurance, the claim process runs through the insurer, which has its own notice rules, retention, and exclusions for known issues. Preserve the purchase agreement, schedules, closing statement, escrow agreement, policy, and communications about the business before and after closing. Missing a contractual notice deadline can forfeit a claim, so those dates should be identified first.
Weighing the next move
In an initial review of M&A disputes, we identify which mechanism applies to each issue, since a single disagreement can involve an accountant, an arbitrator, and a court at the same time. We compare the amount at stake with any caps or retention, and consider whether a fraud claim may sit outside those limits, which depends on the contract language and the governing law. The business relationship matters too, especially when the seller now works for the buyer or an earnout is still running. A negotiated resolution is often realistic once each side sees the documents clearly, but the deadlines have to be protected while those talks happen.
