Appoint a neutral accountant for a purchase-price dispute

Have transaction counsel identify the accountant's permitted role under the governing agreement. A neutral may be asked to determine specified accounting items, provide advice or perform another defined function. Those roles can have different procedures and consequences. Do not treat the appointment as an ordinary consulting engagement until the parties understand the authority being granted.

Give candidates the relevant agreement provisions and a list of disputed items through an agreed process. Identify the entities, date and calculation affected. Keep settled matters distinguishable from unresolved ones so the appointment does not accidentally reopen the entire transaction.

Ask candidates to disclose relevant relationships with the parties, advisers and transaction participants. Have counsel assess conflicts and required independence under the actual arrangement. Select expertise suited to the disputed accounting issues and governing framework, while avoiding private substantive conversations that undermine the agreed neutrality.

AICPA's forensic standards cover certain litigation and investigation services by covered practitioners. Ask the candidate which professional standards apply to this assignment and how its role will be described. The title independent accountant should not obscure the specific task the parties are asking it to perform.

Agree who may submit information, the permitted format and how the other party sees and responds to it. Identify the source records and versions on which the disputed calculation is based. A neutral needs a coherent record, not two continuously changing spreadsheets with no agreed starting point.

Ask how factual questions will be raised and answered. Preserve the distinction between documents, party arguments and the accountant's own analysis. Counsel should determine procedural rights and restrictions; the engagement should give the accountant a practical route for obtaining information within those boundaries.

Specify the treatment of late evidence, missing records and a newly identified issue. A request to expand the dispute should return to the authorized decision-makers. The neutral should not infer broader jurisdiction merely because an additional accounting problem appears in the material supplied.

Establish who pays the fees, how deposits are handled and what happens if one party does not pay. Have counsel assess the agreement's allocation rules. Set a budget reporting process that preserves neutrality and gives both parties appropriate visibility into additional work.

AICPA engagement guidance recommends defined work products and parties. Here, specify the form of determination or report, the items addressed and any explanation required. Confirm whether questions after issuance, correction of clerical mistakes or further proceedings are included, subject to the governing agreement.

After the agreed output, assign the resulting payment, accounting changes and legal steps to the appropriate parties. A neutral's determination does not automatically update either company's ledger or authorize movement of funds. Retain the final decision and supporting record according to the agreed confidentiality and preservation terms.

Ask counsel how replacement of an unavailable neutral would work and which completed materials could pass to the successor under the governing agreement.

If a party disputes the process or result, obtain legal advice on the available route. Do not ask the accountant to renegotiate an outcome outside its accepted role. The appointment is useful when the parties can identify exactly what was decided, under which authority and what action remains theirs to perform.