Law360, New York (August 2, 2016, 12:29 PM EDT) -- The merger and acquisition process is often complicated and fraught with risk for both the buyer and seller. When a buyer negotiates a purchase price for a target company, its valuation is based, in part, on the target's historical financial performance. Typically many months pass between the date of the letter of intent (LOI) and the closing date of the transaction. Thus, most purchase agreements include a provision for a post-closing adjustment — or "true up" — of net working capital, which reflects changes in current assets and liabilities between the negotiated working capital expected to be delivered at closing and the actual working capital amount delivered at closing. In determining the final closing working capital, the buyer's objective is to calculate as low as an amount as possible, while the seller's objective is to show it as high as possible....