Neutral accounting services are being provided in an ongoing, multifaceted dispute between the investors in a Costa Rican resort and its managing shareholders. Business Challenge  Certain shareholders in a beach front resort located in Costa Rica have filed suit asserting breach of fiduciary duty, breach of contract, and unjust enrichment claims against the managing shareholders of the resort. The Baker Tilly Approach Baker Tilly was appointed by the judge overseeing the matter to serve as the financial receiver for the resort and the US-based corporation that owns the property. In this role, the Baker Tilly team has: Performed monthly analyses of the disputed matters Testified at a hearing with respect to the financial condition and performance Met with the judge to provide ongoing status updates on critical issues Overseen the sale process surrounding the resort, pursuant to the Court’s order expanding our role Coordinated with the litigants, as well as the Court, regarding information needs and other case issues Business Impact This matter is currently ongoing, pending the sale of the resort and the liquidation of the underlying limited liability corporation.

Neutral accounting services are being provided in an ongoing, multifaceted dispute between the investors in a Costa Rican resort and its managing shareholders.

Neutral Services

Costa Rica

Neutral services were required following the buy-out of a minority interest in a leading home security and monitoring company. The company was approached by the CEO/founder to purchase his 20% ownership interest in the company when he retired. After negotiation, the parties were unable to agree on a mutually acceptable transaction, triggering a valuation process outlined in the shareholders’ agreement. The shareholder agreement provided that each party hire a credentialed business appraiser to value the 20% interest at “fair market value” without consideration of discounts for minority interests or lack of marketability. Business Challenge  The CEO/founder hired an investment banking firm with substantial experience selling home monitoring businesses. The company hired a regional CPA firm with a substantial business valuation practice as its expert. Both firms reached significantly different conclusions regarding value. After a year of failed negotiations and litigation, the experts reverted to the shareholders’ agreement which required that both experts mutually agree on a third, neutral appraisal firm, which was Baker Tilly. The Baker Tilly Approach A multidisciplinary team performed a neutral evaluation of the competing valuation opinions, and in doing so: Established and administered the parameters of the neutral evaluation process Performed detailed analyses of the submissions from both parties Conducted multiple in-person meeting with the parties  Performed an independent analysis of the fair market value of the company and the 20% ownership interest held by the CEO/founder Business Impact The shareholders’ agreement required that one or the other valuation opinions be chosen. Our analyses yielded a conclusion of value that was different from both, but which most closely aligned with that of the company’s expert. Upon delivery of our report and findings the matter was resolved.

Neutral services were required following the buy-out of a minority interest in a leading home security and monitoring company. 

Home Security

A dispute arose following the sale of Crozer/Keystone Health System, an integrated health care delivery system in Delaware County, PA that included: two multi-campus hospitals, multiple outpatient centers, an integrated network of employed primary care and specialist physicians and other providers, and other facilities and interest in various other organizations and joint ventures in furtherance of its mission of providing health care services. Business Challenge  The terms of the sale agreement provided for a net working capital “true-up” within 90 days of the closing date of the transaction. The buyer subsequently rendered its calculation of the final net working capital, with which the seller disagreed. As a consequence of the dispute, provisions within the purchase agreement triggered the appointment of an accounting arbitrator to resolve the dispute. The Baker Tilly Approach Baker Tilly’s team  Established and administered the parameters of the arbitration process Performed detailed analyses of submissions from both parties  Performed detailed analyses of items in dispute, including healthcare specific issues that  required technical accounting expertise from Baker Tilly’s healthcare industry experts Conducted a two-day arbitration hearing to hear the positions of the parties Prepared a reasoned decision letter setting forth the conclusions with respect to the final net working capital, and related adjustment Business Impact Through our work, the parties were able to resolve the dispute, clearing the way for the completion of the final steps of the transaction.  

A dispute arose following the sale of Crozer/Keystone Health System and partners effecting joint ventures in furtherance of its mission of providing health care services.

Crozer

Disputes over accounting issues often arise between parties whether in the context of an acquisition, shareholder buyout or other business transaction. Forensic accountants are frequently called upon to provide support and to serve as the neutral accountant in resolving these issues.

Baker Tilly’s Global Forensics team is frequently called upon to serve as the neutral accountant pursuant to the terms of acquisition agreements, shareholders’ agreements and court orders.

We are able to leverage the expertise of our team in accounting, audit, forensic accounting, valuation and litigation support services to evaluate the underlying financial transactions and documentation in a dispute, and to clearly communicate that information to the relevant parties, including triers of fact.

Post-closing purchase price adjustments, including working capital adjustments and earn-outs

Representations and warranty disputes, including indemnification claims

Parties on both sides of a dispute trust the knowledge and skill of Baker Tilly’s Global Forensics team.

When the numbers don’t add up, we cut through the clutter to deliver independent financial analysis that sets the record straight. 

We advise clients throughout the entire lifecycle of a legal dispute — and when it comes to the courtroom, there is no one better to have on your side

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When critical situations arise, organizations count on Baker Tilly to deliver accurate and reliable financial analysis to help forge a path forward.

Our global specialists provide comprehensive forensic accounting, fraud investigation and expert witness services to deliver financial analysis clarity in complex situations.

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Baker Tilly’s valuation professionals provide supportable, defensible and unbiased valuation opinions that can stand up to the highest levels of scrutiny.

Baker Tilly provides a wide range of companies with information on a broad range of valuation matters that are critical to their strategic and financial decisions.

Identifying, quantifying, and mitigating the risks, costs, and effects of fraud, abuse, and corruption.

Baker Tilly provides fraud and forensic investigative and compliance services for all types of organizations with alleged or suspected fraud, misconduct, or other improprieties.

Neutral Services

Costa Rica

Home Security

Crozer

Complex Disputes & Litigation

Forensic Accounting

Valuations

Fraud & Forensic Investigations

Disputes over accounting issues often arise between parties whether in the context of an acquisition, shareholder buyout or other business transaction. Forensic accountants are frequently called upon to provide support and to serve as the neutral accountant in resolving these issues.

Our team has specific experience with:

Parties on both sides of a dispute trust the knowledge and skill of Baker Tilly’s Global Forensics team.

Our services

Complex Disputes & Litigation

Forensic Accounting

Valuations

Fraud & Forensic Investigations

Our professionals