Called to Account

Post-acquisition disputes often emerge at the time that completion accounts are prepared after an acquisition or where a buyer discovers new things about the business that weren’t disclosed during the due diligence process. Disputes may also arise over the computation of earn-out clauses and where there is an alleged breach of warranty or indemnity given in the Sale & Purchase Agreement.This podcast considers a number of the common causes of post-acquisition disputes and offers a few suggestions on how to avoid or mitigate such disputes.

One of the downsides of COVID-19 has been an uptick in shareholder acquisition disputes, with cash-strapped business owners seeking to exit businesses or look for ways to extract additional value by exploiting the shareholders agreement. This video looks at two of the more common causes of shareholder disputes and suggests some ways shareholders in private companies can reduce the risk and scope of costly disputes.

There have been a number of cases this year that turn the spotlight on expert evidence, including issues related to inherent bias, expertise and experience and, the weighting given to, and admissibility of, expert evidence. In this podcast, Paul Croft shares his insights from the findings in two recent cases into expert evidence

When shareholders or partners go their separate ways, disputes often arise over the value of commonly held assets. One of the causes of valuation disputes between the parties arises because they hold different views of what is being valued, bought or sold. In this episode, Jacqueline Woods, BRI Ferrier's valuation expert, explains the differences between "enterprise value" and equity value", a concept that is commonly misunderstood in business valuation.

In this podcast, Jacqui and Paul discuss a number of critical insights emerging from the dividend case in the Dick Smith litigation, in particular, the concept of "material prejudice" included in s254T(c) of the Corporations Act and the potential hurdle it creates to paying and declaring dividends. Highly relevant to directors - particularly CFOs - is the approach adopted by the Court to assess the "reliability" of information provided to boards, as well as, the extent to which that information provides a reasonable basis for taking decisions about dividends. Usefully, the judgement also identifies a number potential mitigation actions directors might consider in circumstances where a breach under s180(1) and (2) may arise because the company has potentially been exposed to a breach of s254T(c).

Jacqui and Paul investigate our personally identifiable information might be valued in a litigation context. They provide some context as to the scale and cost of data breaches before presenting a framework and evaluating options for putting a value on our privacy in class actions involving data breaches, theft and/or misuse.

In this episode, Paul Croft is joined by Hannah Griffiths, Head of Restructuring and Insolvency at Gilchrist Connell, who shares some key insights about eligibility, evidentiary and other considerations pertinent to directors who may be looking on the Safe Harbour provisions. She also explains how the COVID-19 Safe Harbour provisions differ to the standard Safe Harbour provisions, and along the way, manages to smash a misplaced myth about Safe Harbour.

In this episode , Jacqui and Paul give an overview of the status of COVID-19 related business interruption insurance claims, highlight how issues of causation and proximity may impact damage quantification, the possible ramifications of the recent UK Supreme Court judgment and muse on the additional information potential claimants may need to produce to support their loss claims.

In this podcast, Paul Croft talks to Marc Rossi, Restructuring, Insolvency and Recoveries partner at Hicksons, about what the new anti-phoenixing legislation means for directors and other stakeholders, particularly if they are to avoid falling foul of the new legislation.