As dealmaking rebounds, disputes are becoming an increasingly common feature of the M&A landscape, driven by more complex structures, shifting macro conditions and heightened scrutiny of post-close performance. 

According to Berkeley Research Group’s M&A Disputes Report 2026, roughly one in three transactions now results in some form of dispute, with earnouts and purchase price adjustments among the most frequent flashpoints. The report also notes that over 40% of respondents expect disputes to increase further over the next two years, underscoring a more contentious deal environment. 

“Disputes are no longer an exception—they are becoming an expected part of the deal lifecycle,” the report noted, reflecting how increasingly customized deal terms are introducing more areas of disagreement between buyers and sellers. 

Earnouts are emerging as a key battleground, with many tied to ambitious growth projections that are proving difficult to achieve amid macroeconomic volatility, higher interest rates and geopolitical disruption. As a result, disagreements around financial performance and accounting methodologies are rising. 

The report also highlights that more than half of respondents cited geopolitical uncertainty as a major contributor to disputes, as external shocks—from supply chain disruptions to policy shifts—complicate post-deal integration and performance. 

“Greater deal complexity and external uncertainty are widening the gap between expectations and outcomes,” BRG noted, adding that parties are increasingly turning to dispute resolution mechanisms as a core part of transaction planning.