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Pre-Acquisition Strategy Creates Favorable Calculation of Closing Accounting Adjustments

SITUATION: In a deal worth over $500 million, Lawrence Kamin represented a corporate client and its shareholders in the sale and merger of a business to a private equity firm. In negotiating the merger agreement, the selling corporation and Lawrence Kamin astutely anticipated and planned for a dispute over the complex closing accounting adjustments. STRATEGY: […]

SITUATION: In a deal worth over $500 million, Lawrence Kamin represented a corporate client and its shareholders in the sale and merger of a business to a private equity firm. In negotiating the merger agreement, the selling corporation and Lawrence Kamin astutely anticipated and planned for a dispute over the complex closing accounting adjustments.

STRATEGY: Our business attorneys carefully drafted language to support the client’s position on how the closing adjustments should be calculated and effectively negotiated acceptance of its inclusion in the agreement.

RESULT: After the merger closed, the purchaser disputed nearly $23 million in total closing accounting, as our firm had expected. Based upon the language Lawrence Kamin negotiated into the agreements, the major accounting firm that arbitrated the dispute awarded our client, the seller, more than $20 million of the total amount in dispute.

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