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TRANSFER OF A COMPANY IN DIFFICULTY / PARITY PRICE CLAUSES - RBA

TRANSFER OF A COMPANY IN DIFFICULTY / PARITY PRICE CLAUSES

TRANSFER OF A COMPANY IN DIFFICULTY / PARITY PRICE CLAUSES

RBA | 6 February 2019

In the context of the divestment of a company in financial difficulties, the transferee requested from the transferor the write-off of all its receivables, associated current accounts and other shareholder loans.

As part of the negotiations, RBA was asked to determine price and earn-out clauses that would smooth the volatility of the results over several years (past and future periods).

LITIGATION ON A PURCHASE PRIZE REVISION

In the context of a summons of the seller for fraud, citing a shortfall of provisions in the year preceding the sale, the transferor called upon RBA to provide expert opinion as to the suitability and amount of provisions for questionable receivables and the resulting operating result used to determine the transfer price. The dispute is still ongoing.

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