Your Deal is our Deal: Crisis

Your situation

Existential questions in a crisis

If your company, one of its business areas or an acquisition target is in crisis, you need fast answers to existential questions: Should you restructure or sell the area in crisis or find a way to reorganise your company? How can you protect liquidity in a crisis? What should you do when faced with excessive debt? How can you develop restructuring concepts that are effective in both the short and long-term? Is it possible for everybody involved to reach a consensus about how to implement a reorganisation? How should you report the situation to creditors, shareholders and employees? How can you document progress in a way that builds trust? And what tax-related consequences will the reorganisation have? We can find the right answers for your situation quickly and efficiently. And we can even support companies and administrators in selling companies under time pressure in the event of insolvency.

Our offer

Turning crisis into opportunity

The restructuring specialists at PwC have expertise in all aspects of company crises and provide effective support in responding to a crisis and moving forward. In fact, we’ve been doing this for decades. Clients are often focused on identifying and taking advantage of short-term liquidity reserves. This involves creating liquidity statements, adapting reporting and controlling instruments – as well as developing, implementing and evaluating reorganisation concepts. In other crisis cases, the focus is on meeting expectations for legal requirements of court examinations, gathering arbitration reports, uncovering criminal business activities and conducting forensic investigations. It may even involve conducting intensive corporate health-checks related to identifying crises early or developing crisis prevention concepts. You can rely on our experts to share their knowledge: After working with our experienced team, you’ll have more clarity about which crises can be avoided and how to bring business areas back on track if they take a wrong turn.

Our promise

Trust and global success for your company – even when it faces a crisis. We will help you secure your future.

Your situation

When disagreements arise after a deal has been closed

During contract negotiations, the buyer and seller reach an agreement – often under time pressure. Once the M&A transaction has been closed, the next step is to implement the purchase price adjustment mechanism. Regardless of whether the parties agreed a traditional closing account mechanism or a locked-box mechanism, differences of opinion about topics affecting purchase price can sometimes arise even after the deal is closed. If the financial reports that formed the basis for the due diligence process are incomplete, inaccurate or even subject to manipulation, this can have a significant impact on the purchase price. Similarly, there are sometimes cases where information that the seller provided for the purchase contract or during the due diligence phase that may be inaccurate or incomplete. Depending on the legal situation set out by the Sale and Purchase Agreement (SPA), the resulting post-M&A disputes are then evaluated during an arbitration procedure or negotiated through a state court or court of arbitration. Both parties face some fundamental questions: Were the closing financial statements put together in line with the relevant financial reporting standards and the SPA? Was there a leakage during the locked-box period? How much of an effect do manipulated accounts have on the value of the company? If inaccurate information was provided during the due diligence process, what is the resulting negative impact for the buyer? We support you in answering questions like these, either as consultants or by acting as an arbitrator between the two parties.

Our offer

When contracts are not honoured or Intellectual Property rights are infringed

The principle of adhering to contracts (Pacta sunt servanda) is the foundation of civil law. However, it is often interpreted differently by the different parties within a contractual agreement. Whether you’re dealing with a joint venture contract, a cooperation agreement, a purchase agreement, a rental agreement or a delivery contract, we support our clients in handling disputes through arbitration procedures or state courts. This begins with creating contracts that are optimised to avoid conflict, through to realistic evaluations of existing (process) risks like those involved in due diligence. We offer comprehensive consultancy for dispute resolution. When conflict arises, we consider the strengths and weaknesses of each position and support you through settlement negotiations. If the conflict cannot be settled out of court, we can represent you in preliminary legal protection and in front of a court of arbitration or state court – always with the aim of achieving an economically sensible solution. We use all of our substantial industry experience to support our clients in evaluating any damage that has resulted from a dispute, such as a loss of profit. We also provide consultancy with the increasingly common range of disputes related to patent infringement or trademark violations. For all of these topics, our legal team works together with our experts in valuation and forensics. These experts also have comprehensive experience in dispute procedures in line with various national and international rules of arbitration, as well as disputes that are handled by courts in Germany and worldwide. Together, we can make sure your claim and your rights are given the best possible support, even in international cases.

Questions about manager liability and disputes over company law claims often lead to lengthy court procedures

Even before some of the recent prominent cases, investors and the public placed a strong focus on the liability of board members, supervisory boards and directors in situations involving negligent conduct or even deliberate conduct that has a damaging effect on the company. Company law claims such as difference liability or liability for impairment of capital can affect entrepreneurs or investors from the stock company or limited company. We support and represent companies, D&O insurers or entrepreneurs in court by acting as the party representative or by providing convincing assessments of loss of profit and assets in kind. Alternatively, we act as the court-order-appointed appraisers.  We have decades of experience in this area and use the collective expertise of our international network. In dispute situations, reliability, accuracy and commitment are absolutely essential. You can rely on us: Together, we’ll find the best solution for your conflict.

Our promise

Experienced and calm consultancy in every kind of conflict.