Preliminary agreements in company acquisitions. Breach

Spain

10 key issues in M&A litigation

Preliminary agreements in company acquisitions. Breach
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November 23, 2022

Key 1

Preliminary agreements. Breach

Company acquisitions through the purchase of stock are complex transactions that can lead to disputes between buyers and sellers. In the absence of agreement, these disputes will be settled before a court or an arbitral tribunal.

Based on our litigation and arbitration experience, we will outline the 10 main disputed issues and some solutions to prevent them through the following “information pills.”

The first few pills concern substantive issues: breach of preliminary agreements, price determination, lack of veracity or breach of representations and warranties, specific indemnity clauses, the relevance of the buyer’s knowledge in contractual liability mechanisms and risk coverage through W&I insurance.

The next pills address procedural issues: contractual claims procedures, third-party determination of contractual aspects, expert evidence in court or arbitration proceedings, submission of the dispute to court or arbitration and whether to provide alternative dispute resolution mechanisms such as mediation.

In this first brochure, we will deal with Key 1 – Preliminary agreements. Breach.

View document
November 23, 2022