Stock Purchase Agreement Working Capital Adjustment

In Alliant Techsystems, Inc. v. Midocean Bushnell Holdings L.P., C.A. No. 9813-CB (Del. Ch. Apr. 24, 2015) was asked the Delaware Court of Chancery to decide whether a dispute over accounting standards (a) should be resolved under the dispute settlement mechanism for price adjustment, which referred disputes to an external accountant, or (b) a contractual claim for damages in accordance with the agreement`s compensation rules. This is a judicial remedy. The dispute as occurred when the buyer used a different accounting method than that used by the seller in its good faith estimate prior to the financial statements in its 60-day calculation of the “net rolling asset”. As a result, an adjustment of $4 million in favour of the seller was converted into an adjustment of $22 million in favour of the buyer (measured by the target of USD 188 million). USD in both cases).


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