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Medica, LLC

Merger, Acquisition and Divestiture Disputes

Contact Us (216) 357-2646

Mergers and acquisitions play an important role in the corporate environment and may be a decisive factor in the success of an organization.  While most deals are completed smoothly, some inevitably lead to disputes.  Disputes may also arise between discordant shareholders or joint venture partners.  Even minor disputes can entangle parties in years of costly, management-time-intensive litigation.  Additionally, the parties often have significant ongoing business relationships which may be harmed or even precluded pending resolution.  It is thus critical to resolve the dispute swiftly, effectively and economically.  Medica, LLC has established a practice whose primary focus in the prevention and resolution of disputes emanating from mergers and acquisitions.  Our experience advising on contract language and assisting in dispute resolution gives us valuable insight into the problems arising in such transactions and to resolve or prevent them.  We recently advised our clients as follows:

  • Retained as forensic accounting expert by Italian joint venture to analyze alleged self-dealings and inappropriate disbursements from a significant investment in solar panel operations of the defendant. Plaintiff claimed fraudulent conveyance of assets, corporate waste, sham loans and guaranteed payments to individual defendants. Prepared and issued expert report of findings in U.S. District Court, Northern District of Ohio.

  • Analyzed disputed calculation of five year earn-out provision in purchase and sale of technology and logistics solutions provider.  The agreement required components of the earn-out provision to be in accordance with generally accepted accounting principles.  Work included analysis of manufacturing and distribution cost of goods sold and allocation of technology charges, and determination of whether expenses were recorded in accordance with generally accepted accounting principles as prescribed in the purchase and sale agreement. 

  • Engaged on behalf of global designer and supplier of metal-formed components and assemblies for powertrain applications to analyze alleged shortfall in required minimum net book value of division sold to purchaser.  Purchase and sale agreement permitted adjustment to purchase price during a limited period for any items not recorded in accordance with generally accepted accounting principles.  Analyzed over $50 million of claimed adjustments to the purchase price resulting from alleged non-compliance with the agreement. 

  • Analyzed claimed remedy of rescission and dissolution of a $150 million joint venture for alleged violation of anti-transfer provisions in the joint venture agreement.  Work involved analysis of customer and supplier arrangements, operating facilities and related capacity, and historical results before and after the joint venture.

  • Analyzed earn-out provisions and alleged wrongful application of generally accepted accounting principles regarding impairment of assets and future payment rights in alleged breach of contract over the purchase and sale of a computerized greeting card business. Work involved complex analysis of future cash flows and carrying value of assets.

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(216) 357-2646



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