Jul 26
For many business owners the completion of a sale is the culmination of years of hard work within the business, for them personally and, particularly with family owned businesses, for the wider family. There can be a significant relief at completion: the documents have been signed, ownership has transferred and the purchase price has been paid. However, some of the most significant disputes in M&A transactions arise after the deal has completed.
At the point of completion, buyers and sellers are often working with imperfect information and competing commercial objectives. The buyer wants certainty that they have acquired the business they believed they were purchasing, while the seller wants confidence that they can move on without future liability.
Disputes commonly arise where, post-completion, a buyer discovers an issue that was unknown, undisclosed or more serious than originally understood. In other cases, disputes can arise from differing interpretations of the sale agreement itself.
Post-completion claims often centre on two key questions:
One of the most frequently encountered post-completion disputes involves warranty claims.
In the purchase agreement a seller will usually provide a range of warranties about the business being sold, covering matters such as its financial position, customer contracts, employees, intellectual property and legal compliance. These warranties form binding contractual promises to the buyer.
Problems arise when, post-completion, a buyer discovers that a warranty was untrue. For example, that the company’s financial performance was not as warranted.
In these circumstances, the buyer may seek damages from the seller in the amount required to put the buyer in the position it would have been in had the warranty been true.
Where a seller makes a statement to a buyer to induce them into a transaction but, post-completion, the buyer discovers that representation was untrue, the buyer may be able to bring a claim for misrepresentation.
Misrepresentation claims are complex and highly fact-sensitive, requiring careful examination of what was said and, crucially, the extent to which the buyer relied upon the information when deciding to proceed with the transaction.
Depending on the circumstances, remedies may include damages and, in some cases, rescission of the contract.
Earn-out arrangements typically involve deferring part of the purchase price post-completion, dependent on the future performance of the business.
While an effective way of bridging valuation gaps, earn-out arrangements are also one of the most common sources of conflict arising in M&A transactions. Disputes can arise over the calculation of performance targets, changes to the way the business is operated after completion, or whether one party’s actions have unfairly affected the earn-out outcome.
Many transactions include a mechanism for adjusting the purchase price after completion based on completion accounts.
Although seemingly straightforward, disagreements often arise regarding the correct calculation of the completion accounts and the interpretation of the sale agreement.
What may initially appear to be a technical accounting issue can result in significant sums being in dispute, particularly in larger transactions.
Sale agreements often contain indemnities to address specific identified risks, such as an ongoing tax investigation or outstanding litigation.
Post-completion disputes frequently arise over whether a particular event falls within the scope of an indemnity and, if it does, the extent of the seller’s liability.
The outcome often turns on the wording of the agreement and the factual circumstances that have developed since completion.
While not every disagreement can be avoided, many post-completion disputes can be traced back to inadequate preparation before the deal completed.
Comprehensive due diligence, accurate disclosure, clear drafting and careful consideration of post-completion obligations can all help reduce the risk of future conflict. Where disputes do arise, early legal advice can often be critical in protecting a party’s position and achieving a commercially sensible resolution.
Completion may signal the end of the transaction process, but it is not always the end of the legal risks associated with a deal. Understanding the disputes that commonly arise after completion can help business owners identify risks early and navigate transactions with greater awareness and confidence.
Please contact Adam Colville-Robins in the dispute resolution team at Raworths on 01423 726616 or email adam.colville.robins@raworths.co.uk.
Published on 17 July 2026
Raworths sponsors Yorkshire Business Insider’s Top 100 OMB rankings in June 2026’s edition of the publication.
The information and any commentary contained in this briefing is for general information purposes only and does not constitute legal or any other type of professional advice.
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