As M&A activity continues to surge across many sectors, so too have the disputes resulting from post-transaction troubles. These issues often arise when an acquirer and target negotiate earnout clauses as a contingent payment in order to bridge any gaps between the value they each ascribe to the deal’s enterprise value. Although these terms are negotiated prior to transaction closure, problems can still occur following completion that negatively affect the financial performance of both parties involved — ultimately leading them down a path of costly and time consuming legal proceedings. To provide much needed insight into this complex area of law, in this episode, we explore how earnout agreements can lead to M&A disputes and some strategies for preventing such differences from forming in the first place.

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Our Guests

Eddy Lee

Eddy is a Regional Managing Director and Head of Disputes and Litigation Asia.

He specialises in the areas of business valuation, economic loss quantification, cost verification, minority shareholder disputes and solving complex accounting issues.
Eddy provides expert financial advice in cases of litigation and international arbitration. He has been appointed both as a valuation and an accounting expert on numerous occasions and has given oral testimony.

Eddy is a Fellow of The Institute of Chartered Accountants in England and Wales who, during his 17‑year career, has led, managed or consulted on a diverse array of issues including identification and quantification of lost profits, the valuation of businesses and financial assets including shareholdings, intellectual property, and of wasted costs.
Eddy has also advised clients on regulatory matters, market assessments, and brand valuations and is regularly invited to speak at conferences and deliver training on a variety of economic damage quantification and other financial topics around the region.

Jerome has over 10 years of experience in Forensic Accounting. He joined MDD in 2015 and is Director of their Litigation Support Services in Hong Kong.
He focuses on matters related to business valuation, business disputes, loss of profits and fraud & investigations. He has extensive experience in litigation support and has acted as an expert witness in Hong Kong and UK court proceedings.
In business valuations, Jerome has advised clients and acted as an expert witness in a variety of assignments including shareholder disputes, divorce proceedings, and valuations of start-ups and mature businesses. The assignments relate to parties from various jurisdictions including Hong Kong, Singapore, PRC, Korea, Cayman Islands and United Kingdom.


Jerome McDonagh

Jerome has been involved in numerous damage quantification matters including loss of profits, post-M&A breaches of warranties and aborted contract claims.

Jerome’s loss of profit experience extends to catastrophe services experience from his involvement in assignments related to the Tianjin explosions in 2015 and Typhoon Hato in 2017.

His expertise spans a wide range of industries including financial services, manufacturing, textiles & apparel, IT, property, shipping & freight, telecommunications, casino and gaming.
Jerome is the creator of the MDD Duxbury Calculator, an online, subscription-based calculator designed to enable Duxbury calculations to be completed quickly and cost-effectively.

He has presented various seminars and workshops on business valuation, financial statement fraud, losses from aborted contracts and Duxbury calculations.

Fluent in Cantonese and conversant in Mandarin, Jerome graduated from Manchester University (UK) with a Bachelor of Economic Science degree and the University of London (UK) with a Master of Science degree in Professional Accountancy. He holds various professional qualifications and affiliations