The wire clears and it feels like the deal is done. It isn’t. The work and the disputes continue, and most of the value you negotiated either lives or dies after closing.
Four flashpoints
Earnout disputes: Buyers sometimes set targets that are close to impossible, or engineer the post-closing calculation to exclude revenue. Or they don’t let you run the business the way you’d need to, and the operating discretion you negotiated turns out to be much narrower than the page suggested. Earnouts are litigation magnets; assume you’ll be paid on what the contract defines, not on what feels fair after the fact.
Management disputes: Founders and the acquirer’s leadership disagree on direction, decision rights and headcount. Because rollover equity vests on continued service, leaving gets expensive.
Rollover handcuffs: Rollover equity vests over time, conditioned on employment. Leave early for any reason and you forfeit the upside you negotiated.
Non-competes: Geography, scope and duration. The buyer’s restrictions often outlast its interest in you, and they constrain what you can build next.
You negotiate every one of these at signing and live with it for years.
What to expect
SRS Acquiom’s data on more than 2,300 private-target deals from 2020 to 2025 shows how predictable the aftermath has become. In 2025, 93% of deals had a purchase price adjustment, 92% made indemnification the exclusive remedy, 86% carried a stand-alone tax indemnity and 97% named a Stockholder Representative with an expense fund.
The working capital true-up
Almost every deal has a working capital adjustment, and almost every adjustment generates a dispute. The mechanics are predictable; the asymmetry is where founders get hurt.
The buyer prepares the closing balance sheet 60 to 90 days after closing, and you usually get 30 to 45 days to object. The buyer drafts and you respond, and by the time you’re responding you’ve usually lost access to the data room.
The information gap is striking. Only 56% of 2025 purchase price adjustment provisions required the buyer to share its working papers, only 46% let the seller meet with the buyer’s people and only 42% allowed other information requests. And 89% had no threshold, so every dollar of variance is disputable. The buyer holds the books, the staff, the historical data and the relationship with the target’s auditor.
The disputed items are consistent from deal to deal: inventory valuation, receivable reserves, accrued liabilities, deferred revenue, working capital classification and consistency with the target’s historical methodology. Disputes that don’t resolve go to a neutral accounting firm, usually named in the agreement. Its decision covers only the disputed items, falls within the range set by each side’s position, arrives in 60 to 90 days and can’t be appealed.
Win it before closing
The working capital dispute is won in the LOI definition, not in the post-closing fight. Define the formula, the reference period and the dispute mechanism early, and negotiate access to working papers, people and information as part of it. Clarity at the LOI is worth more than a good arbitrator.
Ahmed Hasan is the founder and CEO of Venture Bridge Law, a corporate and M&A boutique. This article is general information, not legal advice.