Page 27 - M & A Disputes

counting considerations; reviewing the transaction’s structure; evaluating financing; performing due dil-
igence; and facilitating postmerger integration. In addition to providing these services, practitioners are
frequently retained by parties to M&A transactions to help prevent, support, and adjudicate M&A dis-
putes. In doing so, practitioners help the transaction parties avoid costly disputes or enhance and expe-
dite dispute resolution when disputes arise.

Professional services in support of the prevention, support, and adjudication of M&A disputes are con-
sidered forensic services subject to Statement on Standards for Forensic Services (SSFS) No. 1 (FS sec.
100) fn 8 and the AICPA Code of Professional Conduct if performed in connection with a litigation or
investigation. fn 9 If practitioners are asked to perform preventative services outside of a litigation or in-
vestigation, then the services are considered consulting services subject to Statement on Standards for
Consulting Services (SSCS) No. 1, Consulting Services: Definitions and Standards (CS sec. 100), fn 10
and the AICPA Code of Professional Conduct.

In general, forensic practitioners are sought out in M&A dispute engagements to provide an objective
analysis, accounting and consulting expertise. In addition to the general body of business valuation and
forensic accounting knowledge for which practitioners are recognized, specialized training and experi-
ence in forensic accounting and business valuation may assist the practitioner in M&A dispute engage-
ments.

Practitioners who are Certified in Financial Forensics (CFF) by the AICPA possess fundamental and
specialized forensic accounting skills. These skills are developed through practice in service areas, in-
cluding economic damages; fraud prevention, detection, and deterrence; financial statement misrepre-
sentation; and valuation. These skills can be important when consulting on M&A disputes, which often
involve several of these competencies.

Likewise, practitioners who are Accredited in Business Valuation (ABV) by the AICPA undergo rigor-
ous training and examination to become credentialed. These practitioners possess skills and experience
in business valuation. Because valuation of the subject or target company is often a significant area of
contention in M&A disputes, the practitioner who has obtained the ABV designation can be a valuable
resource to the parties in an M&A dispute.

Practitioners are asked to provide professional services in the prevention, support, and adjudication of
M&A disputes, including the following:

fn 8 All FS sections can be found in AICPA Professional Standards.

fn 9 SSFS No. 1 defines litigation and investigation as follows:

Litigation. An actual or potential legal or regulatory proceeding before a trier of fact or a regulatory body as an expert witness,
consultant, neutral, mediator, or arbitrator in connection with the resolution of disputes between parties. The term litigation as
used herein is not limited to formal litigation but is inclusive of disputes and all forms of alternative dispute resolution.

Investigation. A matter conducted in response to specific concerns of wrongdoing in which the member is engaged to perform
procedures to collect, analyze, evaluate, or interpret certain evidential matter to assist the stakeholders (for example, client, board
of directors, independent auditor, or regulator) in reaching a conclusion on the merits of the concerns.

fn 10 All CS sections can be found in AICPA Professional Standards.

© 2020 Association of International Certified Professional Accountants 25