05. The Working Capital Fight

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.A $4 million swing can sit inside a single working-capital definition. This episode examines how a closing-accounts true-up becomes a negotiation over price, seasonality, and post-closing leverage in a $150 million deal for a seasonal distribution business. The conversation pits a trailing-twelve-month peg against a last-month-end peg, then digs into the accounting hierarchy among GAAP, past practice, deal-specific methodologies, and the sample balance sheet that makes commercial intent executable. It also covers the consistency-versus-correctness trap, collars and de minimis thresholds, buyer control of the closing statement, true-up payment security when the escrow is short, and why customer advances, banker fees, and covenant claims do not all belong in the same dispute lane.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.