In a recent case in the renewable energy sector, a transaction involving the sale of 100% of a company owning several projects became embroiled in a dispute after closing: the buyer questioned a key technical characteristic of one of the projects and argued that the value paid should therefore be adjusted.

The discrepancy escalated rapidly because the buyer went on to claim a significant economic loss and, in addition, withheld part of the deferred price agreed in the contract. The discussion was based on reports and cross-communications between the parties, and resulted in a clearly pre-litigation scenario, with a lawsuit filed by the selling party to claim the amount withheld.

In this context, martinsdelima was appointed to provide an independent expert opinion, aimed at two objectives:

(i) critically review the technical and economic basis of the opposing claim

(ii) quantify, using a robust methodology, the damage actually sustained by our client in relation to that retention and the associated economic consequences.

The methodology combined documentary analysis and technical-regulatory verification. We reviewed the documentation exchanged in due diligence and the actual status of the project at the date of the transaction, contrasting what was “communicated” with what was effectively accredited. At the same time, we analyzed the applicable regulatory framework and the relevant administrative milestones to assess whether the technical interpretation of the counterparty was consistent with the reality of the file and with sector regulations.

A differentiating point of the work was the reasoned refutation of the opposing reports, identifying omissions, biases, and conclusions that were not sustained when reconstructing the temporal and documentary sequence of the project. For example, we demonstrated how a partial approach could lead to erroneously classifying the status of the asset, and how it was essential to assess the project globally and with verifiable criteria, avoiding simplifications that distort the economic reality.

The result was an expert report designed to support a solid procedural and negotiating position: a clear, technically consistent narrative, and a defensible quantification that allows for a peer-to-peer discussion with consultants and experts from the counterparty. In practice, this type of work is what makes the difference when there are significant amounts withheld and the controversy requires converting a complex technical debate into understandable and usable conclusions in negotiation and in court.