Disputes after a business acquisition often arise from warranties, completion accounts, earn-outs or indemnities. The sale agreement, disclosure materials, liability limits and notification requirements determine the starting point.
Procedure and practical preparation
We review claim notices, contractual time limits, limitation and the agreed dispute-resolution mechanism. An expert determination clause may cover accounting questions while reserving legal questions to a court or arbitral tribunal. That boundary should be clarified before starting proceedings. The evidence may include versions of data-room documents, completion accounts and post-completion correspondence. A commercially sensible strategy considers the contractual cap, recoverability, available security and the interaction with tax or insurance procedures.
Four practical examples
These are illustrative situations, not descriptions of particular client matters or promises of an outcome.
1. Missing permit
A buyer discovers that a warranted permit is absent. Disclosure, the precise warranty and notice requirements must be assessed before asserting a claim.
2. Completion accounts
The parties disagree about provisions. Contractual accounting rules and the expert’s mandate need to be identified.
3. Earn-out reduced
Revenue may have been shifted after completion. Information rights, calculation rules and agreed conduct obligations determine the claim.
4. Tax indemnity
A tax assessment relates to the pre-completion period. Tax remedies and the seller’s contractual participation rights must be coordinated.
Documents for the initial review
Please keep the complete correspondence, contracts, decisions and service records available. Identify any deadlines and the person coordinating information within your business. The initial review determines the correct procedure and the further evidence needed; it does not replace a filing with the court or authority.
Related guidance
Strategy and costs · Settlement · Enforcement
Legal framework
Updated 13 November 2026. This guide concerns German proceedings; special statutory rules and international instruments may affect the individual case.