While conducting due diligence for a merger, we found significant hidden liabilities in the target company’s financials. Their contingent liabilities and pending lawsuits were much larger than reported. We informed our client right away and advised renegotiating the deal. This led to new terms, including an escrow agreement to cover potential liabilities. By doing this, we protected our client from unexpected financial issues and ensured a safer, more transparent transaction.
We were advising a client on acquiring a promising tech startup. Everything seemed perfect on the surface—innovative product, strong market position, and impressive growth numbers. However, during our thorough due diligence process, we uncovered significant intellectual property (IP) issues. The startup's core technology had potential patent infringements, which could lead to costly legal battles and undermine the value of the acquisition. I remember discussing this with the team, and we knew it was a pivotal moment. We presented our findings to the client, emphasizing the risks and potential impacts. Instead of walking away from the deal entirely, we proposed a strategy to mitigate these risks. We suggested renegotiating the terms of the acquisition to include provisions that addressed the IP concerns, such as an escrow account to cover potential legal costs and requiring the startup to resolve the IP issues before finalizing the deal. The client appreciated our proactive approach and decided to follow our recommendations.