Käyttöpääomakorjaukset

Käyttöpääomakorjaukset, often translated as working capital adjustments, are common in business acquisitions and certain types of contracts. They are used to ensure the buyer pays a fair price for the target company based on its actual working capital at the closing date.

The core principle behind working capital adjustments is to account for the normal, recurring short-term assets and liabilities of a business. These typically include items like inventory, accounts receivable, accounts payable, and accrued expenses. During the negotiation phase of an acquisition, a target working capital amount is agreed upon. This is an estimate of the working capital the business needs to operate smoothly.

After the closing date, the actual working capital of the acquired company is calculated. If the actual working capital is higher than the agreed-upon target, the seller typically refunds the difference to the buyer. Conversely, if the actual working capital is lower than the target, the buyer typically pays the difference to the seller. This mechanism prevents the buyer from inheriting a business that requires more immediate funding than anticipated or from overpaying for excess working capital.

The precise definition of what constitutes working capital and how it is calculated is detailed in the purchase agreement. This includes specifying which accounts are included, valuation methods, and the period over which the calculation is made. Disputes can arise if the calculation is not performed according to the agreed-upon methodology.