Most post-closing disputes fall into a small number of categories, each governed by specific provisions negotiated months earlier.

Purchase price adjustments. Working capital, cash and debt calculations, resolved by the accounting referee. The dispute is usually about accounting principles rather than arithmetic.

Indemnity claims for breach of representations. Governed by survival periods, baskets, caps, notice requirements and materiality scrapes. Whether the buyer’s knowledge of the breach before closing bars the claim — the sandbagging question — should be addressed expressly, because the default answers differ by state.

Earnout disputes. Whether the metric was achieved, and whether the buyer’s conduct after closing improperly affected it.

Fraud claims. Pleaded to escape the indemnity’s caps and exclusive remedy provision. Exclusive remedy clauses typically carve out fraud, and the definition of fraud in that carve-out is one of the most consequential definitions in the agreement.

Covenant breaches, including non-competes given by sellers and transition services obligations.

Practical prevention. Precise definitions, an illustrative calculation attached, a clear claim notice procedure, and an escrow sized to the realistic exposure. Most post-closing litigation traces to a definition that seemed clear enough at signing.