Iron Ark PLLC · Practice
Earnout & post-closing disputes.
Earnouts · indemnification · purchase price · R&W · fraud
Iron Ark PLLC litigates the disputes that follow an acquisition: earnout shortfalls, indemnification and escrow claims, purchase-price and working-capital adjustments, breaches of representations and warranties, and fraud in the sale process. We represent buyers, sellers, founders, management holders, and sponsors – in court, in arbitration, and in the independent-accountant proceedings many purchase agreements require. The lead team pairs Brian C. Kerr, whose defense work includes two billion-dollar representations-and-warranties cases dismissed on summary judgment and affirmed on appeal, with Eli Albrecht, who has negotiated these provisions across hundreds of closed transactions. We read the agreement the way it was drafted and test it the way a court will. Engagements are priced as flat fees by phase, contingency, or a hybrid – never open-ended hourly billing.
What we handle
Earnout disputes, including operating-covenant and acceleration claims.
Indemnification, escrow, and holdback claims – and defenses based on baskets, caps, and survival periods.
Purchase-price and working-capital adjustments, including independent-accountant proceedings.
Breaches of representations and warranties, including claims involving R&W insurance.
Fraud and fraudulent-inducement claims arising from diligence and the sale process.
Post-closing restrictive-covenant and rollover-equity disputes.
Owed an earnout?
Earnouts are where many post-closing disputes start. We represent founders and sellers pursuing earnouts the buyer won't pay – on a fixed fee, on contingency, or a hybrid. Earnout disputes for founders & sellers →
How it is priced
Most deal disputes are priced as flat fees by phase. Sellers owed an earnout and buyers with strong indemnity or fraud claims may qualify for contingency or a hybrid structure – and our contingency docket runs from moderate-size claims to $100 million-plus cases.
When the network comes in
Typical additions are a forensic accountant or valuation expert, local counsel where the agreement sends the case, and extra hands for large data-room and email reviews. Network counsel work on assignments the lead team defines, and their work is reviewed before it goes out. Their cost sits inside the fee structure agreed at engagement – and on contingency matters, network attorneys join us on contingency.
A closing is a date. A dispute has a deadline.
Discuss your matter →