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Calgary Business Lawyer for Alberta businesses 403-400-4092
Calgary Business Lawyer C. Neufeld: corporate commercial attorney providing legal advice & strategy to Calgary Alberta businesses and entrepreneurs.

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burlingtonbusinesslawyer.ca
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sharesansar.com
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[This article was written by Bob Holmen for Fortis Advisors. Additional articles may be found at Fortis News.] In many private M&A transactions, accounts receivable held by the target company as of the closing date can factor into multiple areas of the transaction, from calculation of the purchase price, to representations and warranties in the merger agreement, to post-closing collection obligations. Issues around accounts receivable are the subject of many post-closing disputes. Accordingly, the parties must negotiate and drafts the definitive agreements with great care around the accounts receivable in order to minimize post-closing disputes. Calculation of Merger Consideration Often, the net value of the accounts receivable is included as a positive adjustment to the merger consideration at closing. The target estimates at closing the value of the accounts receivable, and then post-closing the parties go through a purchase price adjustment process to finalize the closing date balance sheet, including the value of the accounts receivables. Any difference from the value estimated at closing will serve as an adjustment to the final purchase price. Based on data from over 500 M&A deals where Fortis Advisors has served as the post-closing shareholder representative, 64% of such deals include a post-closing adjustment provision (see our Forsite™ M&A Deal Tool. One important consideration for accounts receivable in purchase price adjustments is whether subsequent events can vary the value of accounts receivable as of the closing. For example, an account that was current as of the closing date may go into default post-closing. Absent any knowledge by the target of the pending default at the time of closing, consider whether the post-closing default should be taken into account on determining the value of the accounts receivables as of the closing. Similarly, if the buyer actually receives payment on an accounts receivable that was in default or otherwise res

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