WarrantyClaimExpert

Completion Accounts Expert Witness UK

In a completion accounts mechanism, the purchase price is adjusted after completion based on the actual financial position at the completion date, typically working capital, net debt, and/or net assets compared to an agreed target.

Disputes arise when buyer and seller disagree on which accounting policies should apply, specific items such as provisioning and revenue recognition, whether reference accounts policies were consistently applied, and the correct treatment of specific transaction items.

Most SPAs contain an expert determination clause for completion accounts disputes, providing for an independent accountant (often appointed by ICAEW) to make a binding determination.

The forensic accountant supports one party's position through the determination process, analysing disputed items and producing written submissions for the expert determiner.

Frequently Asked Questions

What is the "agreed accounting basis" in completion accounts?
The agreed accounting basis is the accounting framework specified in the SPA for preparing the completion accounts, typically "in accordance with the accounting policies of the target company as applied in the reference accounts." The expert must assess whether each item was prepared consistently with those specific policies.
How does ICAEW expert determination work for completion accounts?
The ICAEW appoints an independent accountant as expert determiner when the parties cannot agree. Each party submits written representations addressing the disputed items. The expert determiner reviews both positions, may ask questions, and issues a binding determination.

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