Merger and acquisition disputes
The sale and purchase of a business is often a complex process and issues can arise during the course of contractual negotiations or post-completion.
Our specialist commercial dispute resolution team are experts in providing strategic advice to help clients resolve issues that can arise as a result of buying or selling a business. We have experience of working with clients in a range of sectors and on each side of a transaction. Whether you are an investor who is looking to recoup value in a recently acquired business or a former shareholder who is looking to retain their ‘nest egg’, our specialist sale and purchase agreement dispute lawyers can help resolve any issues in a way that is right for you.
Areas we regularly advise on
Examples of the types of M&A disputes which we are regularly asked to advise include the following:
Pre-completion:
- Due diligence and advising on the potential risks associated with identified merger and acquisition-related issues
- Assisting with contractual negotiations
- Advising on the enforceability of proposed share purchase / asset purchase agreements
- The adequacy and suitability of dispute resolution mechanisms (such as expert determination) and jurisdiction clauses (including arbitration and litigation)
Post-completion:
- Bringing and defending breach of warranty, indemnity and misrepresentation claims
- Disputes concerning entitlement to deferred consideration / ‘earn-out’ payments
- Disputes concerning completion accounts / price adjustment provisions
- Advising on good / bad leaver provisions
- Enforcement/breach of restrictive covenants
- Negotiating out of court settlements
- Advising and representing clients in:
- Litigation (court proceedings);
- Arbitration; and
- Mediation (and other forms of alternative dispute resolution)
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Related services
Meet the team
Our mergers and acquisitions disputes experience
Acting for an acquisitive international care home provider, advising on a number of warranty/indemnity claims arising from these transactions, and assisting with disputes concerning completion accounts. Claims have typically been resolved quickly via dispute resolution mechanisms provided for in the sale agreements.
A software business
Acting for a software developer in a claim arising from the sale of its business. The purchaser of the business failed to comply with its obligation to maximise the net profits of the business in the years following the sale, denying our client significant deferred payments owed.
Related thinking
Kick-start publishing passes ownership to an employee ownership trust with help from Cripps
Is an entire agreement clause the most important clause in a share purchase agreement?
“All reasonable endeavours” – effective protection for a Seller’s earn-outs?
Giving notice of a warranty claim – the importance of getting it right
Warranty and Indemnity Claims – What’s the difference and why does it matter?
Protecting Future Costs in Litigation – Introduction of the New Precedent T Form and Procedure from 1 October 2020
Completion accounts in share purchase agreements – avoiding disputes
Contact us
If you have a question or need advice, please let us know how we can help.
