Working Capital Assistance

Avoid nasty surprises at the end of the deal.

In an acquisition, the seller is expected to deliver a certain level of working capital to the buyer. Seller and buyer must negotiate a working capital target and definitions to be included in the purchase agreement.

Too often, seller and buyer wait until the end of the acquisition process to reach common ground on working capital. And since the working capital true-up can mean a significant adjustment to the final purchase price, the only way to avoid a nasty surprise at the end is to spend more time on working capital at the front-end.

How can we help you?

Contact us by phone 800.274.3978 or submit your questions, comments, or proposal requests.

Instead, sellers typically spend their time identifying a suitable buyer, and buyers conduct due diligence and arrange transaction financing. But by leaving the working capital true-up to the end, major issues can arise. The closing can be delayed, and post-closing disputes are all too common.

Working capital assistance paves the way to a successful closing

To avoid unpleasant surprises and stressful disagreements, your team should include experienced RSM transaction advisory professionals to advise you on working capital matters, including: analysis of working capital trends; assistance with setting target working capital; and ensuring purchase agreement language and definitions are clear. We can also assist with the post-closing review of working capital and help resolve any disputes that may arise.

Our team can help you:

  • Analyze net working capital during the due diligence phase
  • Establish working capital targets
  • Review the draft purchase agreement with your attorney prior to closing
  • Calculate closing net working capital
  • Review net working capital as initially prepared by the counterparty
  • Work through the mediation or arbitration process

While we can help you at any stage prior to or after closing, it's best to address the working capital negotiation sooner rather than later.

Optimize the working capital deal component and avoid nasty surprises. Call RSM.

Most Popular Insights


Working capital: The new negotiating tool

The working capital process requires creativity as well as diligent attention to details from the beginning to the end of a transaction.

  • Bill Spizman
Impact of tax reform on M&A transactions


Impact of tax reform on M&A transactions

Insights on the importance of staying up-to-date on tax law changes that could influence investments decisions and could impact the industry

  • Vikas Sekhri
  • |
  • November 26, 2018


Don't let working capital kill the deal

Starting the working capital mechanism discussion at the onset of a transaction is more important than ever. Learn more here.

  • Ryan Branon
  • |
  • July 17, 2020
Understanding post-closing disputes to avoid costly litigation


Understanding post-closing disputes to avoid costly litigation

In a hot deal market, speed often trumps detail. Learn how experienced M&A advisors can help you avoid post-closing litigation.

  • /content/mcgladrey/en_US/about/profiles/john-tira, Scott Walti