Houston M&A and Transaction Litigation Attorneys

Texas M&A Litigation & Post-Acquisition Disputes? We Fight for Your Deal.

When mergers and acquisitions go wrong, you need experienced M&A litigation attorneys who understand both the deal dynamics and courtroom strategy. 

Our Texas-based team handles all types of merger and acquisition litigation, from pre-closing disputes to complex post-acquisition claims. Whether you're facing an earnout dispute, shareholder “freeze-out”, or disagreements over assets or liabilities, we provide aggressive advocacy and strategic dispute resolution to protect your investment.

For over 30 years, Hendershot Cowart P.C. has guided Texas business owners through complex transactions and the disputes that sometimes follow. We've structured deals, negotiated purchase agreements, and when things go sideways, we've fought to protect our clients' investments.

On this page:

• Disputes We Handle
• Why Choose Hendershot Cowart P.C.
• Get Legal Guidance
• Frequently Asked Questions

Involved in a dispute over a transaction? Our M&A litigation attorneys can help protect your interests. Book your one-hour consultation to discuss the matter and your options. Call 713-881-9635 or contact us online.

M&A Litigation & Post-Acquisition Disputes We Handle

We help with pre-closing and post-closing disputes, including but not limited to:

Pre-Closing Disputes

• Letter of Intent Breaches: Violation of exclusivity periods, shop-the-deal violations, failure to proceed in good faith, breach of confidentiality provisions
• Due Diligence Failures: Undisclosed liabilities, inaccurate financial statements, hidden compliance issues, undisclosed related-party transactions
• Purchase Agreement Terms: Asset valuation disagreements, scope of transferred assets and liabilities, earnout methodologies
• Financing Issues: Buyer financing problems, security deposit disputes

Mid-Deal/Closing Disputes

• Escrow and Working Capital: Release conditions, working capital adjustments and calculation disputes, inventory valuation issues
• Asset Transfer Problems: Real estate lease assignments, equipment condition disputes, insurance coverage gaps

Post-Closing Disputes

• Breach of Representations & Warranties: Undisclosed debts, customer/contract misrepresentations, IP ownership disputes
• Earnout & Performance Issues: Post-closing operational manipulation, denied access to records, business operation changes affecting metrics
• Employment & Non-Compete: Key employee departures with customers/trade secrets, employment agreement breaches, seller non-compete violations
• Tax & Compliance: Undisclosed tax obligations, sales/employment tax issues, tax filing or tax refund disputes
• Ongoing Obligations: Scope or delivery of post-closing services, transition compensation disputes, unfair competition in breach of the purchase agreement
• Specialized Claims: Breach of fiduciary duty claims against directors or officers, freeze-out mergers, fraud/misrepresentation in acquisitions

Why Choose Hendershot Cowart P.C. to Handle your M&A Dispute?

For over three decades, we've been in the trenches of Texas business deals. We know how Texas courts handle purchase agreement disputes. We understand the pressure points in small to mid-size business deals. Most importantly, we recognize that behind every M&A dispute is a business owner who took a major risk and deserves fierce advocacy to protect that investment. 

This isn't just about contract language or legal technicalities. Your M&A dispute affects:

• Your financial future – The deal may represent your retirement plan or growth capital
• Your business operations – Disputes can disrupt customer relationships and employee morale
• Your reputation – How the dispute resolves impacts your standing in the business community
• Your peace of mind – You should focus on running your business, not fighting over deal terms

We've guided business owners through earnout disputes, working capital adjustments, representation breaches, and indemnification claims. We know how to resolve these matters efficiently while protecting what matters most – your business and your investment.

Get Immediate, Confidential Legal Guidance

We focus on resolution strategies that make business sense, not just legal sense. Sometimes that means aggressive litigation to send a clear message. Other times it means creative settlements that preserve ongoing business relationships.

The experienced business attorneys at Hendershot Cowart can:

• Review your purchase agreement and identify all claim deadlines
• Assess the strength of your position and potential recovery amounts
• Develop an immediate action plan to preserve your rights and evidence
• Explain your options for resolution – from negotiation to litigation
• Provide transparent cost estimates so you can make informed decisions

Ready to protect your M&A investment? Contact Hendershot Cowart P.C. at  (512) 900-5358 or schedule your confidential consultation online.

Your M&A Dispute Questions Answered

What are the most common post-acquisition disputes? 

Post-acquisition disputes typically involve earnout calculations, working capital adjustments, representation breaches, and indemnification claims. Our post-acquisition dispute attorneys handle these matters efficiently while protecting your business operations. 

How do you handle shareholder litigation involving mergers and acquisitions?

Shareholder litigation in M&A transactions often involves claims of inadequate disclosure, unfair dealing, or breach of fiduciary duty. We represent both individual shareholders and corporations in these complex merger and acquisition litigation matters. 

What should I do immediately when a dispute arises?

Act fast and document everything. Preserve all communications, financial records, and transaction documents related to the dispute. Avoid discussing the matter with the other party until you've consulted with an attorney – statements made in frustration can hurt your position later.

Most importantly, review your purchase agreement for notice requirements and deadlines. Many agreements require written notice within specific timeframes, and missing these deadlines can forfeit your rights to recovery.

How long do I have to bring claims under my purchase agreement?

It depends on your specific agreement, but time limits are typically short. Most purchase agreements include survival periods for representations and warranties – often 12 to 24 months for general representations and three to seven years for tax and environmental matters.

Indemnification claims usually have specific notice and filing requirements with tight deadlines. Some agreements also include "basket" provisions that require damages to exceed certain thresholds before claims can be made. We review your agreement immediately to identify all applicable deadlines and preserve your rights.

Can I recover attorney fees in M&A disputes?

Often, yes – but it depends on your agreement's specific language. Many purchase agreements include provisions allowing the prevailing party to recover attorney fees and costs. Some agreements have different rules for different types of disputes.

Under Texas law, you may also recover attorney fees if the dispute involves breach of contract and your agreement includes appropriate language. We evaluate all potential sources of fee recovery to help offset the costs of protecting your investment.

What if the other party is in another state?

We handle multi-jurisdictional M&A disputes regularly. Your purchase agreement likely includes forum selection and choice of law clauses that determine where disputes must be resolved and which state's laws apply.

If litigation is necessary in another state, we coordinate with experienced local counsel while maintaining control of your case strategy. We're also licensed to practice in federal district courts, which can be advantageous for disputes involving parties from multiple states.

How much do M&A dispute cases typically cost?

Costs vary widely based on case complexity and resolution timeline. Simple working capital adjustment disputes might resolve in a few months with modest legal fees. Complex earnout disputes or major representation breaches can involve significant discovery and expert witness costs.

We discuss fee arrangements and cost estimates upfront, including whether your agreement allows for fee recovery. Our goal is to resolve disputes efficiently while maximizing your recovery – not to generate legal fees at your expense.

Can disputes be resolved without going to court?

Absolutely, and we often prefer that approach when possible. Many M&A disputes resolve through direct negotiation, mediation, or arbitration – especially when both parties want to preserve business relationships or avoid public litigation.

Your purchase agreement may require specific dispute resolution procedures before litigation can begin. We're experienced in all forms of alternative dispute resolution and focus on achieving practical business solutions that work for your situation.

What happens to escrow funds during a dispute?

Escrow funds typically remain frozen until the dispute resolves, but agreement terms control the release process. Most agreements require either mutual consent or court/arbitration orders to release contested escrow amounts.

We work quickly to secure your rightful share of escrow funds while protecting amounts you may be entitled to recover through indemnification or other claims.

What if I discover problems after the deal has closed?

You may still have significant rights, depending on your agreement's terms and the nature of the problems. Purchase agreements typically include survival periods for representations and warranties, indemnification provisions, and specific procedures for post-closing claims.

The key is to act quickly once problems are discovered. We help you evaluate whether discovered issues constitute breaches of representation, trigger indemnification rights, or create other recovery opportunities under your agreement.