Iron Ark PLLC · Practice
Post-closing M&A disputes.
Earnouts · indemnification · purchase price · R&W · fraud
Iron Ark PLLC litigates the disputes that follow an acquisition: earnout shortfalls, indemnification and escrow claims, purchase-price and working-capital adjustments, breaches of representations and warranties, and fraud in the sale process.
We represent buyers, sellers, founders, management holders, and sponsors – in court, in arbitration, and in the independent-accountant proceedings many purchase agreements require. The lead team pairs Brian C. Kerr, whose defense work includes two billion-dollar representations-and-warranties cases dismissed on summary judgment and affirmed on appeal, with Eli Albrecht, who has negotiated these provisions across hundreds of closed transactions. We read the agreement the way it was drafted and test it the way a court will. Engagements are priced as flat fees by phase, contingency, or a hybrid – never open-ended hourly billing.
What we handle
Earnouts. Buyers can miss an earnout by running the business differently after closing; operating covenants, efforts clauses, and acceleration triggers decide whether that was allowed. Earnout disputes.
Indemnification and escrow. Many indemnity fights turn on the mechanics – notice deadlines, baskets, caps, survival periods, and escrow release – as much as on the underlying breach.
Purchase-price adjustments. Closing-statement disputes usually go to an independent accountant, and what that accountant may decide – and what remains for a court – is often contested itself.
Reps and warranties. When the buyer has R&W insurance, the purchase agreement often limits the seller’s exposure, which shapes who pursues the claim and against whom.
Fraud. Non-reliance and disclaimer clauses limit many fraud claims, but deliberate misstatements in the agreement itself can survive them.
Restrictive covenants and rollover equity. Sellers who stay on face non-competes, and rollover equity can be repurchased or diluted – disputes that often surface months after closing.
The deadlines in the agreement
Purchase agreements set their own clocks: objection periods for closing and earnout statements, notice requirements for indemnification claims, and survival periods after which claims expire. Many run in weeks or months, not years, and missing one can forfeit the claim. The first step is to find every deadline in the agreement and calendar it. Many of these agreements choose Delaware law and Delaware courts.
Owed an earnout?
Earnouts are where many post-closing disputes start. We represent founders and sellers pursuing earnouts the buyer won’t pay – on a fixed fee, on contingency, or a hybrid. Earnout disputes for founders & sellers →
How it is priced
Most deal disputes are priced as flat fees by phase. Sellers owed an earnout and buyers with strong indemnity or fraud claims may qualify for contingency or a hybrid structure – and our contingency docket runs from moderate-size claims to $100 million-plus cases. How Iron Ark Funding works.
When the network comes in
Typical additions are a forensic accountant or valuation expert, local counsel where the agreement sends the case, and extra hands for large data-room and email reviews. Network counsel work on assignments the lead team defines, and their work is reviewed before it goes out. Their cost sits inside the fee structure agreed at engagement – and on contingency matters, network attorneys join us on contingency. Any division of fees is disclosed to you and agreed in writing.
Common questions
What is an independent-accountant proceeding?
Many purchase agreements send closing-statement disputes to an accountant rather than a court. These proceedings move fast and run on strict deadlines, and whether a given issue belongs before the accountant or a court is often contested.
Does the buyer’s R&W insurance affect a claim against the seller?
Often, yes. When a buyer has R&W insurance, the purchase agreement frequently limits recourse against the seller to a small retention or to fraud.
How long do I have to bring an indemnification claim?
As long as the agreement’s survival period allows, and notice provisions often require specific detail by a specific date. Missing either can forfeit the claim.
A closing is a date. A dispute has a deadline.
Discuss a deal dispute →