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Shareholder Representation Services for Sellers and Investors


Once an M&A transaction is completed, the acquiring company typically does not want to deal with multiple selling shareholders. Having an advocate for the selling shareholders has become commonplace, and Armanino has represented shareholders in these sorts of transactions across every major tech sector for 30 years.

We are Operational Shareholder Reps

As Shareholder Reps, we are very operationally oriented. Each of our senior advisors has a minimum of 10 years’ experience at the CEO/COO/CFO level within public and private technology companies. So we are very comfortable working with the acquiring company to understand and resolve any potential claims that they wish to assert against working capital (post-close), future cash payments which may or not be from an escrow account, or earn-outs.

We have been in the shoes of a selling shareholder many times, and know how difficult it can be to manage these claims. Having a business person reviewing the matter, rather than an attorney, allows the acquiring company and the selling shareholder representative to hold business discussions prior to any legal matters regarding claims. This has traditionally facilitated much smoother fund flows from the acquiring company to the selling shareholders.

Our Shareholder Representation process

As a result of being a party to the M&A process, we receive information rights to the transaction and collect and review required materials. We review milestones and achievements to protect shareholders from unwarranted claims.

In many situations, an acquiring company makes enough changes to the acquired product that they try to assert they are not selling/using the acquired technology, and therefore do not owe, or drastically reduce, potential earn-outs to the selling shareholders. We will work with the acquiring company to understand their position, and negotiate for the best outcome achievable for shareholders.

Managing claims made against future cash payments

As recently as 10-15 years ago, claims against future cash payment from an acquiring company were very infrequent. Today, the majority of transactions have claims made against future cash payments. Our job is to maximize the cash flow to the selling shareholders.

The Armanino difference—shareholder services experts

Having a selling shareholder representative who reviews transactions from a business perspective is vital to assuring maximum payout of future cash to the shareholders from the acquiring company. Armanino has such experience.

Armanino is unique among shareholder representation firms because its shareholder rep team consists exclusively of proven C-level executives with extensive operational and business experience with the issues and challenges that arise during a post-closing period. Because of its operational level focus, Armanino is able to minimize the number of costly legal disputes in its engagements.