With the advance of volatile commercial policies, the pricing of companies in mergers and acquisitions processes has become a minefield. Import tariffs, regulatory instabilities and economic agreements in transition directly impact metrics such as working capital, operating margin and stock valuation.

More prepared companies are anticipating these risks and adapting their contracts to absorb variations before they become financial liabilities or legal disputes. Those who neglect this analysis can compromise the entire economic rationale of the operation.

The blind spot in price adjustments

During trading, it is common for the value of the transaction to be conditioned on indicators such as EBITDA or net working capital. However, adverse trade policies can distort these indicators significantly.

For example, by anticipating tariff changes, the target company may inflate stocks, which changes the composition of the working capital. The buyer, when reviewing this information at the closing, may question the validity of the numbers, generating conflict. This is exacerbated when the contract does not define precisely how these adjustments are to be treated.

Earn-outs under regulatory pressure

Another sensitive element is the earn-out clauses. They determine how much of the transaction value will be paid based on future performance goals. If the target company does not achieve the projected results, the seller receives less. But what happens if the drop in performance is caused by external factors, such as a new tax on critical inputs?

Without contractual safeguards, there is room for litigation. The seller can claim that the scenario was altered by an external and unpredictable event, while the buyer argues that the risk was foreseeable and should have been considered in the projection.

How to prevent disputes and protect the operation?

The answer lies in the intelligent structuring of contracts. This starts with commercial risk oriented due diligence. Which products are subject to tariffs? Which markets are under treaty review? How does this affect the supply chain and margins?

In the drafting of the contract, it is essential to define clear accounting criteria for the valuation of assets such as stock and working capital. Specific clauses should also be included for situations such as tariff changes or unexpected regulatory measures, avoiding subjective interpretations of “material adverse change”.

Another critical point is the consistency of the calculation methods applied before and after the closure. Divergences in criteria such as depreciation, provisions and accounting classification generate uncertainty. Transparency and uniformity are fundamental.

The role of technology in risk mitigation

In addition to the legal and financial, the governance of data and access during the M&A process deserves special attention. The integration of technological environments, the mapping of user profiles and the control over who accesses what are strategic elements. After all, an access error can mean the exposure of sensitive data or the breach of confidentiality clauses.

If your company is considering a merger or acquisition, count on Vennx to ensure security, compliance and operational continuity are under control from inception to post-deal consolidation.

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