Vident Partners provides vetted mergers and acquisitions expert witnesses for cases involving deal valuation disputes, earn-out and purchase price adjustment disagreements, breach of representations and warranties, fiduciary duty claims, and post-closing indemnification disputes in M&A litigation. Request a referral today.
Find a Mergers & Acquisitions Expert →Overview
Mergers and acquisitions experts evaluate transaction-related disputes that arise before, during, and after corporate transactions. These experts are needed in some of the highest-value commercial litigation, where disputes over deal terms, valuation methodologies, and post-closing adjustments can involve hundreds of millions of dollars.
Pre-closing disputes may involve allegations that a board of directors failed to maximize shareholder value in a sale of the company. Under Delaware law, as established in Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), once a sale of the company becomes inevitable the board's singular duty is to secure the highest value reasonably available for shareholders — transforming directors from defenders of the corporate bastion into auctioneers. 1 M&A experts must be able to evaluate whether a transaction process satisfied this standard.
Post-closing disputes commonly involve earn-out calculations, working capital adjustments, and breach of representations and warranties in the purchase agreement. Business valuation in M&A disputes relies on standards including IRS Revenue Ruling 59-60, which defines fair market value as the price at which property would change hands between a willing buyer and a willing seller, neither under compulsion, and identifies three accepted valuation approaches. 2 Credentialed practitioners holding the Certified Valuation Analyst (CVA) from NACVA or the CFF from the AICPA are frequently engaged in these disputes. 3
M&A experts must understand both the legal framework governing corporate transactions and the financial analysis techniques used to value businesses, including discounted cash flow analysis, comparable company analysis, precedent transaction analysis, and the application of marketability and control premiums or discounts.
Under Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), once a sale of the company becomes inevitable the board's singular duty is to secure the highest value reasonably available for shareholders.
Case Types
Earn-out calculation disputes and purchase price adjustments
Breach of representations and warranties post-closing
Board fiduciary duty claims in M&A transactions (Revlon/Corwin)
Fairness opinion adequacy and investment banking standard of care
Post-merger indemnification and escrow release disputes
Qualifications
Related Specialties
FAQ
An M&A expert should have CPA or CFA credentials combined with significant investment banking or M&A advisory experience. Direct involvement in deal structuring, valuation, and due diligence is essential. Knowledge of Delaware corporate law and fiduciary duty standards (Revlon, entire fairness) is important for governance-related disputes.
M&A experts are needed in earn-out disputes, purchase price adjustment disagreements, representation and warranty breach claims, board fiduciary duty challenges, fairness opinion disputes, post-closing indemnification claims, and minority shareholder appraisal actions.
In general, financial expert fees are determined by the expert themselves, based on a variety of criteria. Among those criteria are professional experience, forensic experience, professional certifications, industry specialization, and publications. Vident does have some influence over expert fees by comparing experts within a specialty, but ultimately it is a personal decision by the expert.
Related Insights
In January we posted a summary review of the Johnson & Johnson (J&J) baby powder litigation. A striking new development warrants an update: Judge Christopher Lopez of the U.S. Bankruptcy Court for...
Practice Area IntelligenceMedicare and Medicaid fraud represent a significant challenge to the financial integrity of the United States healthcare system. The real cost of such fraudulent activities is multifaceted,...
Practice Area IntelligenceAccountants play a key role in litigation by providing a range of specialized services that can support the legal process. Their expertise in financial matters allows them to offer insights and...
Vident Partners connects attorneys with qualified mergers & acquisitions expert witnesses. Complimentary consultation, 24-hour turnaround, no obligation.
Request an Expert →