Vardags: law when it really matters

My company is involved in an M&A dispute

Disputes arising from mergers and acquisitions can take many forms, whether they be breach of representation and warranty, dilution of shareholdings, price disputes, professional negligence or cross-border disputes to name a few.

The team at Vardags are experienced in dealing with all aspects of M&A litigation from pre-action negotiations, arbitration to court proceedings. Vardags will consult with you to formulate a strategy and understand what you want to achieve. Vardags understands that management time is precious so will seek to act in a precise and efficient manner to ensure that key personnel are not diverted from the business unnecessarily.

We offer a free consultation to qualifying individuals. Please call our confidential enquiry line on 020 7404 9390 or email us. Lines are staffed 24 hours.

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How can Vardags help?

If the seller party has given an untruthful warranty under a share purchase agreement, this could have major consequences for the buyer of the target business. In these situations, a party may have a claim for misrepresentation or have grounds to make a claim under the provisions of the share and purchase agreement.

On the other hand, if you were the seller party and were not advised by your solicitors about the extent of the warranties given, or your solicitors drafted unlimited indemnities in respect of the warranties, then you may have grounds for a professional negligence claim against the instructing solicitors at the time the share purchase agreement was being drafted and negotiated.

Vardags offers clients an efficient and outcome focused approach in all circumstances.

Before acquiring a target company, an element of due diligence will have been carried out to investigate the target and assess the viability and financial liquidity of the target company. The findings of due diligence checks may have led to an adjustment of the purchase price or the alteration of the terms of the share purchase agreement.

If you have engaged a professional (i.e. an accountant) to undertake due diligence on a target and that professional missed a key document or failed to advise on a specific point then you may have a claim for professional negligence, particularly if the professional’s failures led to you or your business to suffer substantial losses.

All well drafted agreements will have incorporated notice provisions which clearly set out the ways in which notice may be given and delivered to another party. In well drafted agreements, it is important that these notice provisions are strictly adhered to in order to avoid disputes as to the validity of the notice in the future.

Where notice provisions are silent, it may not be clear when notice would be deemed served, whether notice may be given by email or fax etc. Again, this ambiguity can lead to disputes.

Vardags is experienced at advising on all aspects of notice, from reviewing notice provisions, giving notice and determining the validity of a received notice.

There are various legal mechanisms which prevent shareholdings being diluted, save for when those rights have been dis-applied by the company. Where pre-emptive rights have not been dis-applied any issue of equity securities must only be carried out on a pre-emptive basis.

If a company tries to issue new shares and you are concerned this may affect your current shareholding, Vardags can advise you on your rights and advise on the remedies available to you.

Your employer, whether they are the buyer, seller or intending to merge in a M&A transaction owes duties to their employees under employment law, including TUPE provisions.

Vardags can provide expert advice in relation to your employment rights whether our advice is required before, during or after a merger of acquisition.

 

Contact Vardags

London
020 7458 4358

10 Old Bailey, London, EC4M 7NG

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Cambridge
01223 855237

1 Saint Mary's Passage, Cambridge, CB2 3PQ

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Manchester
0161 464 5799

98 King Street, Manchester, M2 4WU

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Newcastle
0191 640 8779

75-85 Grey Street, Newcastle, NE1 6EF

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Winchester
01962 657268

1 St James' Terrace, Winchester, SO22 4PP

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