Pre-Closing Advice and Review
We support sellers’ counsel in drafting, reviewing and commenting on letters of intent and acquisition agreements. We see a large number of transactions and have broad exposure to the latest trends in deal terms and post-closing issues which can be addressed at the drafting stage.
We work closely with sellers’ counsel, the escrow agent and paying agent to ensure a smooth closing and timely distributions to shareholders. Engaging Fortis is seamless and eases the burden on sellers in orchestrating the closing process.
Post-Closing Communication and Support
To keep shareholders fully informed, we provide shareholders electronic status reports detailing balances of the escrow account, expense fund and progress toward earn-outs, if any. We are the point person for all communications with the buyer, selling shareholders, escrow agent and other administrative parties. We assign at least two members of our executive team to every transaction, ensuring that clients receive immediate senior-level attention to every important matter. We also assign experienced client service specialists to respond to any and all shareholder questions.
Purchase Price Adjustments
We handle all aspects of the purchase price adjustment process. Our accounting professionals review and evaluate all relevant financial statements and working capital calculations pre- and post-closing, respond timely to the buyer’s post-closing certificate, and take the lead in negotiating and resolving any disagreements with the buyer.
We respond to and oversee all potential and actual indemnification claims from the buyer, including those which may result from third party claims. Escrowed funds are at stake the moment any indemnification issue arises. We address each matter as soon as it comes up, to both preserve our clients’ rights and ensure that potential indemnification costs are minimized as much as possible.
When disputes with the buyer arise, we advise and strategize with our clients on how best to protect their interests. We then manage the entire dispute resolution process from start to finish. We will take the lead on all negotiations with the buyer and seek to resolve each dispute amicably. If the dispute leads to litigation, we will work with and oversee outside counsel to obtain the best result for our clients.
We establish customized plans to track the progress towards earn-out payments using proprietary sophisticated transaction management software. We make use of applicable information and audit rights granted by the buyer in the transaction documents to assess the probability of achievement, proactively identify issues, and report useful information to the shareholders.
Post-Closing Distribution of Proceeds
We oversee the distribution of all amounts to shareholders throughout the post-closing process, including distribution of proceeds once the escrow/paying agent services have terminated.
Upon request we will review pre-closing and straddle tax returns to determine whether tax refunds are due to shareholders pursuant to the terms of the transaction documents.