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M&A disputes post-closing are more common than people realize. Disputes arise from different sources for different reasons and can result in hundreds of thousands of dollars in litigation costs. Bill Wiersema returns to M&A Talk to offer expert advice on how to best prepare during the sales process to avoid potential disputes after the closing. He discusses the three most common areas of dispute and the value of having expert advisors to navigate financial due diligence to prevent issues from arising.
“The secret to preventing disputes from happening in the first place is understanding the parts of agreements that impact how disputes arise and knowing how to tailor these elements in a purchase agreement to prevent disagreements from happening.”
– Bill Wiersema
| 02:49 What are the real-world implications to sellers when disputes come up post-closing? |
| 04:05 What three types of disputes are most common post-closing? |
| 8:40 Why is working capital the most common area for dispute? |
| 14:12 What can a seller do during negotiations to make sure there is absolute clarity around working capital to prevent potential disputes? |
| 19:30 What should a business owner look for in a CPA to get crucial M&A expertise? |
| 28:37 Why is it important for companies to set their books to comply with GAAP? What percentage of businesses comply with GAAP? |
| 32:25 A summary of the action steps discussed thus far in this podcast. |
| 38:02 In the third most common type of dispute, why are earnouts so difficult and complicated, and how can earnouts lead to problems? |
| 47:45 What does a typical dispute look like, and what usually happens in a dispute? |
| 53:54 How can the human side of disputes be handled? |
| 01:01:10 How can a seller of a mid-size company justify the expense of hiring an M&A expert CPA? |
| 01:06:52 When should a seller engage an M&A expert in the process? |
Bill Wiersema is a CPA with Miller, Cooper & Co., specializing in M&A financial due diligence. He is also the author of several books on finance. He has assisted middle-market companies, private equity groups, financial institutions, and international entities across Asia, Europe, and Latin America. Bill has extensive experience assisting sellers across diverse industries in preparing for sale, conducting due diligence, creating business plans and projections, assisting in negotiations with financial institutions, and advising clients on post-acquisition financial issues.
Bill is a frequent speaker, presenter, and contributor for various organizations and publications, including the Alliance of M&A Advisors (AM&AA) and the Chicago Bar Association. He is a graduate of Economics from Northwestern University, and before joining Miller, Cooper, Co., he was a Graduate Fellow in Accounting at the University of Illinois. Bill serves on the Midwest Chapter Committee of the AM&AA. He is a member and has served on the Board of Directors of the Association for Corporate Growth (ACG) and the Midwest Business Brokers and Intermediaries, and is a member of the AICPA and the ICPAS.
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