Successful mergers are dependent on adequate due diligence to obtain a complete and accurate picture of the target, especially when the company to be acquired is privately held. Most litigation involving unsuccessful mergers is often traceable to inadequate or nonexistent due diligence. Contractual representations and warranties will not overcome the failure to perform adequate due diligence before closing the transaction.
Mr. Ickert has been involved in numerous equity transactions involving due diligence before and after the closing of an acquisition, performing a valuation of the target company for both buyers and sellers and assisting in the negotiation process. Mr. Ickert has also provided litigation support services both to buyers and sellers when post transaction disputes arise involving representations and warranties made pre-closing.
Representative past engagements:
- Mr. Ickert served as a consultant in the acquisition of a manufacturing division of a public company participating in negotiating the acquisition and a follow on production agreement. In addition to performing due diligence related to the acquisition, he negotiated several clauses in the acquisition agreement providing seller financing and protecting the buyer from losses that would have resulted from circumstances beyond its control at the end of the manufacturing agreement.
- Mr. Ickert consulted with a food processor to acquire several brands from a major public company.
- Mr. Ickert consulted and acted as an expert witness for a Seller accused of fraudulent misrepresentations and violations of warranties contained in an agreement to sell his business. Mr. Ickert analyzed the report of the plaintiff’s expert, the actions of the Buyer during the due diligence phase of the acquisition and internal accounting and operational records of the company post acquisition. Based on his report, the case settled without payment to or further action by the Buyer.
- Mr. Ickert acted as a consultant to the acquisition of the operating division of a manufacturing company performing due diligence prior to the acquisition.