A corporate acquisition is set out in an acquisition agreement and typically takes two forms: a share purchase agreement (SPA) or an asset purchase agreement (APA). In this complex process, which often leads to disputes during acquisitions, expert advice is crucial. Below, the specialist corporate lawyers at Heron Legal will provide an explanation on how acquisition disputes can be avoided.
Pre-contractual disputes
In the pre-contractual phase, where the negotiations take place, it is essential to take each other's interests into account. Prematurely ending negotiations unlawfully may lead to claims for damages, including compensation for negotiation costs (negative contract interest) or profit gained (positive contract interest).
Post-contractual disputes
Disputes may still occur, even after the documents have been signed. Many acquisition disputes arise from provisions in the agreement that remain valid after signing. This includes disputes over the purchase price, breach of warranties, erring, fraud, breach of non-competition clauses, or confidentiality obligations. The acquisition agreement often specifies in detail the steps to be taken once a dispute has been established.
Formalities after a dispute
In case of an acquisition dispute, the acquisition agreement usually stipulates the steps to be taken, including the time limit after an establishment of breach and how (alleged) damages must be substantiated. In case of a stalemate, the parties can initiate proceedings. A court will then examine the agreement to determine the parties' intent. If arbitration is agreed, the dispute is submitted to arbitrators.
Acquisition advice
A well thought-out acquisition deal will prevent most disputes. Preliminary advice is crucial to address situations contractually. Heron Legal is on hand to support you with a myriad of questions on corporate acquisitions. Contact our specialist corporate law lawyers for expert advice.
In business, it often happens that disputes arise between parties. This could include, for example, a conflict over a contract, a delay in payment or a violation of intellectual property rights. In such cases, hiring a lawyer can be very important.
