What are the most common post-closing disputes?

Post-closing disputes on small transactions are seldom about bad faith. They are about agreements that did not say enough, discovered at the point where saying more is no longer possible.

The working capital adjustment

Most agreements adjust the price against a target level of working capital at closing. The dispute is almost never the arithmetic — it is the method: which accounts are included, how receivables of doubtful collectability are valued, whether inventory is counted at cost or at net realisable value, and who prepares the statement. An adjustment clause that does not name the accounting conventions is a disagreement with a number attached.

Receivables that do not collect

The second most common, and entirely avoidable. If receivables are included in the sale, the agreement should say what happens to anything uncollected after a set period — seller reimburses, buyer absorbs, or the balance was discounted up front to reflect it. Silence means the buyer discovers the answer by chasing payments the seller already counted as value.

Liabilities nobody disclosed

An unremitted tax amount, an employment claim in progress, a supplier dispute, an undischarged security registration. In a share sale these simply remain; in an asset sale their treatment depends on the agreement and, for some, on statute regardless of what the agreement says. This is where survival periods, baskets and a holdback decide whether the buyer has a remedy or only a grievance.

Transition and staffing promises

How many weeks the seller will stay, how available they will be, which employees were to be offered what. These get agreed in conversation and omitted from the document, and they are the disputes that sour relationships rather than cost the most. If a transition matters to the deal, it belongs in the agreement with hours and duration stated.