Disputes arising from merger and acquisition transactions can have a drastic impact on the economic outcomes for the parties involved. Transaction disputes often involve complex financial issues related to valuation, accounting, compliance, and many other factors. Additionally, the transaction market has demonstrated an increased acceptance and use of representation and warranty (R&W) insurance. As a result, the volume of R&W insurance claims related to financial issues has substantially increased.

Stout brings exceptional capabilities and insight to transaction disputes and R&W insurance claims. Our extensive experience in transactions, litigation, financial reporting, GAAP compliance, and forensic investigations enables us to provide the optimal approach for any transaction dispute or R&W insurance claim. And because Stout advises on transactions outside of the dispute or claim process, we leverage our real-world perspective on adversarial proceedings to provide exceptional insight and compelling testimony. Our professionals also routinely serve as neutral representatives in deciding working capital and earn-out disputes.

Our experts have experience advising on a wide variety of transaction disputes including:

• Working capital disputes (assessment of post-closing balance sheet adjustments)
• Earn-out disputes
• Breaches of representations and warranties
• R&W claims management support services, including claim assessments and contract compliance
• Post-transaction fraud claims, including corruption, alter ego, and self-dealing assessments
• Material adverse change disputes
• Financial reporting and GAAP compliance issues relative to interim and closing date financial statements
• Analyses of the scope and findings of pre-transaction operational and financial due diligence efforts
• Post-transaction solvency analyses for bankruptcy/fraudulent conveyance situations
• Valuation analyses and opinions pertinent to shareholder disputes, including dissenting shareholder and shareholder derivative matters

Who We Serve

• Outside counsel, including corporate, M&A, and litigation attorneys
• In-house attorneys
• R&W insurance companies and brokers
• Corporations
• Private equity firms
• Boards of directors and special committees