Arbitration Of M A Transactions
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Arbitration Of M A Transactions
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Author : Edward Poulton
language : en
Publisher:
Release Date : 2020-04-16
Arbitration Of M A Transactions written by Edward Poulton and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2020-04-16 with Law categories.
In an increasingly globalised and complex economy, arbitration is becoming the dispute resolution mechanism of choice for international M&A transactions. Spanning share purchase agreements, asset purchase agreements, shareholder agreements and joint venture arrangements, this is a huge area of commercial activity, giving rise to an expanding number of disputes. In the second and expanded edition of this title, leading experts in the field of international arbitration provide legal and practical guidance on the key types of dispute likely to arise from M&A transactions (eg, warranty claims, shareholder disputes, claims relating to completion accounts), and offer procedural and tactical tips for arbitration arising from them. The content also covers the fundamental questions of arbitrability, confidentiality, freedom to choose the governing law (and questions of mandatory law) and enforceability in a number of key jurisdictions. Together, the contributors provide a one-stop guide to the legal, tactical and practical aspects of arbitration in today's M&A market. The second edition contains not only valuable updates to the first edition, but includes new chapters covering a number of additional jurisdictions (including Peru and Poland). It also introduces a number of additional chapters on third party funding and warranty and indemnity insurance, as well as key concepts of valuation in the arbitration context, the quantification of damages for breach of representations and warranties. Whether you are a lawyer in private practice or are involved in M&A in the broadest sense, this commercially focused title will provide you with holistic, practical insight into the arbitration of M&A transactions.
M A Disputes
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Author : A. Vincent Biemans
language : en
Publisher: John Wiley & Sons
Release Date : 2017-07-31
M A Disputes written by A. Vincent Biemans and has been published by John Wiley & Sons this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017-07-31 with Business & Economics categories.
Navigate M&A accounting arbitrations with insider perspective M&A Disputes takes you inside the dispute resolution process to help you put together the many "moving parts" necessary to obtain a successful outcome. With deep insight from experts in the field—including valuable advice from the arbitrator's perspective—this book guides you through the entire process to explore the variables at work. The high volume of M&A transactions makes post-closing price adjustment provisions and accounting arbitrations a critical part of doing business. Yet, the field is opaque to non-practitioners and important issues can be easily misunderstood without specific knowledge and experience. A resulting award can make or break a transaction; an intimate understanding of the process's inner working can help you plan your position to the greatest advantage. This book explores the many factors that that contribute to a successful resolution across the entire transaction life cycle from contract negotiation through the dispute phase including due diligence, determination of the target net working capital, conception and closing of the purchase agreement, post-closing negotiation and dispute resolution, the impact of accounting practices, guidance, and documentation as well as relevant auditing concepts, and various facts and circumstances surrounding the target business and the transaction that need to be considered. M&A volume remains high and continues to result in large numbers of current and future post-closing M&A disputes. Clients rely on their attorneys and advisers to guide them through the process and counsel them toward a positive outcome. Those professionals will find that M&A accounting arbitrations carry a range of distinctions that require a specialized knowledge base to navigate correctly. This book provides real-world guidance from experts in the field, with invaluable insight for every stage of the process. Walk through the entire dispute resolution process from arbitrator selection through final award Understand how M&A agreement provisions impact the awarded amount as well as the options available to limit the scope of potential disputes and the "gaming" of the post-closing process by the counterparty Understand the nature of accounting estimates and guidance, their interaction with accounting arbitrations, and how to synthesize facts, circumstances, and GAAP into a persuasive argument to present to the accounting arbitrator Get situation-specific advice for different types of transactions Learn practitioner "dos" and "don'ts" from the arbitrator's perspective M&A Disputes provides transaction parties and their representatives an inside view at the transaction and commonly disputed items through the eyes of the arbitrator to provide them with uniquely valuable insight. In addition to being an invaluable tool for practitioners appearing before an accounting arbitrator, M&A Disputes also provides advice to would-be and experienced arbitrators alike to successfully resolve disputes that can be significant and complex.
M A Disputes And Completion Mechanisms
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Author : Heiko Daniel Ziehms
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2018-12-25
M A Disputes And Completion Mechanisms written by Heiko Daniel Ziehms and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2018-12-25 with Law categories.
In the course of a merger and acquisition (M&A) transaction, the principals and their advisors face a series of decisions, often against the backdrop of an unrealistic deadline, imperfect information and a shrewd other side. In making these decisions, they have to deal with complex technical matters at the intersection of disciplines, including accounting, law, taxation, corporate finance, operations, environmental and strategy. It is not always possible during the negotiations to take a step back and contemplate issues likely to arise before or after completion that may result in a dispute or to address or mitigate risks. It is therefore easy in these highly charged circumstances to create outcomes that end up in legal disputes. A sound understanding of the completion mechanism including the basis and measurement of individual purchase price adjustments is important to negotiate good deals and avoid disputes. This book provides an in-depth discussion of the completion mechanism, including key arguments for or against individual deductions or adjustments. This can be helpful in negotiations. It also provides diagnostic tools and many recommendations that can help avoid disputes. If a dispute has occurred, it discusses how it can be resolved as well as the conceptual basis and practical approaches to the measurement of damages. The book deals with numerous matters that need to be addressed during M&A negotiations and can lead to post-M&A dissonance, including the following: - the equity bridge: from fi rm value to the purchase price for the equity; - closing conditions, the closing process and the completion accounts; - an in-depth discussion of individual purchase price adjustments from factoring to pensions and from leases to the working capital reference value; - material adverse change clauses; - aspects of locked box transactions, including the interest over the locked box period; - how to structure earn-outs to avoid disputes; - red flags for fraud; - damages valuation in M&A disputes; and - lessons learned on how to avoid or deal with disputes. The author analyses a large number of actual post-M&A disputes as a lens to bring into focus precisely where things go wrong in practice. He then sets out practical solutions to the problems dealmakers face, how to negotiate individual price adjustments, and lessons learned from disputes. This book will be useful to M&A practitioners, be they in-house counsel, private equity, sovereign wealth funds, international arbitration centres or other players, as well as the investment bankers, accountants and the professionals who advise them. It will also prove to be of great value to those who deal with post-M&A disputes – judges, arbitrators and litigators – and legal academics interested in the M&A field.
Tactics In M A Arbitration
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Author : Karl J. T. Wach
language : en
Publisher:
Release Date : 2008
Tactics In M A Arbitration written by Karl J. T. Wach and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008 with Law categories.
Disputes regarding M&A transactions are often subject of arbitration proceedings. Their inherent flexibility creates scope for manoeuvre that, skilfully handled, can significantly contribute to the successful outcome of a dispute. The tactical opportunities of the arbitration process - against the background of eight key jurisdictions - are introduced and discussed in this book.
Tactics In M A Arbitration
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Author : Karl Wach
language : en
Publisher: Sellier European Law Pub
Release Date : 2008-09-22
Tactics In M A Arbitration written by Karl Wach and has been published by Sellier European Law Pub this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008-09-22 with Law categories.
Mergers and Acquisitions (M&A) transaction disputes are often subject of arbitration proceedings. Their inherent flexibility creates scope for manoeuvre that, skillfully handled, can significantly contribute to the successful outcome of a dispute. Against the background of eight key jurisdictions, the tactical opportunities of the arbitration process are introduced and discussed in this book, including: selection of adequate proceedings --- structuring the arbitration agreement (procedural rules, place and language of arbitration, multi-party situations) --- preparing the proceedings --- constitution of arbitration --- tribunals --- interim relief --- institution of proceedings and suspension of limitation periods --- termination of the arbitration proceedings --- measures against the arbitration award --- recognition and enforcement of the arbitration award --- annex: comprehensive collection of relevant arbitration rules and national legislation.
M A Disputes
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Author : Heiko Daniel Ziehms
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2023-10-25
M A Disputes written by Heiko Daniel Ziehms and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2023-10-25 with Law categories.
M&A disputes, which range from breach of warranty and fraud claims to disagreements over price adjustments, earn-outs, material adverse change clauses and many others – are more common than many participants in M&A transactions may realise. They can take years to resolve and cost many millions of pounds, euros, or dollars. A dispute can adversely affect the post-transaction environment and hence the prospects of a successful acquisition or, at worst, frustrate a deal entirely. It is therefore vital to understand how such disputes happen, how they can be resolved, and how to avoid them, or at least minimise the potential for an M&A dispute. This indispensable practice guide provides not only a comprehensive discussion of the ‘mechanics’ of M&A transactions and purchase price adjustments but also a deeply informed analysis of what goes wrong in deals that leads to disputes and how to avoid (or resolve) such eventualities. Originally intended as a second edition of the author’s well-known M&A Disputes and Completion Mechanisms, published in 2018, this is in fact a new book, drawing on a new set of experiences and observations taken from a period where the scope for M&A disputes has intensified. Framed as an in-depth discussion of typical questions that confront those who assess financial and accounting issues in M&A disputes, including the question of damages, the analysis expertly investigates the pitfalls that can arise in such components of the process as the following: the completion mechanism, including the rationale and basis of measurement of individual purchase price adjustments and the locked box; the role of accounting information in presenting, or misrepresenting, the underlying economic reality of a business and in informing a valuation; valuation principles, standards of value, and valuation methods used for M&A disputes; valuation matters specific to M&A disputes, including the question of value vs. price and the choice of counterfactuals; material adverse change clauses; and ‘red flags’ for fraud. A concluding chapter distils ‘lessons learned’ into a short, practical commentary drawing on the author’s extensive experience of M&A- and related disputes, with recommendations that plot a clear path to avoidance of disputes. With its sound understanding of the completion mechanism, including an extensive discussion of measurement of individual purchase price adjustments, the locked box, and how to identify fraud, this practical and up-to-date guide, grounded in corporate finance theory, will be a valuable resource to all those who work on M&A transactions, whether as principal, adviser, insurer, funder, independent expert, judge, or arbitrator..
The Guide To Damages In International Arbitration
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Author : John A. Trenor
language : en
Publisher:
Release Date : 2020
The Guide To Damages In International Arbitration written by John A. Trenor and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2020 with Damages categories.
Carve Out M A Transactions
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Author : Robbie McLaren
language : en
Publisher:
Release Date : 2019-09-04
Carve Out M A Transactions written by Robbie McLaren and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019-09-04 with Consolidation and merger of corporations categories.
This practical guide, edited by Robbie McLaren at Latham & Watkins, features contributions by specialists on subjects linked to the structuring and execution of carve-out transactions and provides an invaluable insight into the legal, regulatory and practical elements in play. Topics include documentary provisions, IP transfers, transitional services, employment risks, antitrust concerns and financing acquisitions.
Comparative Law Yearbook
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Author : Dennis Campbell
language : en
Publisher: Kluwer Law International B.V.
Release Date : 1996-10-10
Comparative Law Yearbook written by Dennis Campbell and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 1996-10-10 with Law categories.
The Yearbook offers an important forum for legal practitioners to address and compare practical legal issues of direct interest to their areas of specialisation. Each volume features a comprehensive range of articles written for and by leading practitioners and advisers working within the international business sector. This eighteenth volume contains chapters on: the law relating to banking competition dispute settlement foreign investment and secured transactions general commercial issues facing international businesses the various laws and regulations governing investment and the operating of companies in foreign countries (which should be of great interest to anyone involved with the business of multi-jurisdictional organizations.) banking regulations and the need to obtain security over transactions Other important issues covered in the general section of this volume are those of product safety, restraint of trade, clauses in employment contracts and the remedies available to foreign sellers of goods. All the above topics contribute to making this volume of the Yearbook a valuable tool for international legal practitioners and their clients.
The Function Of Equity In International Law
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Author : Catharine Titi
language : en
Publisher: Oxford University Press
Release Date : 2021-06-11
The Function Of Equity In International Law written by Catharine Titi and has been published by Oxford University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2021-06-11 with Law categories.
This book provides a systematic and comprehensive study of the legal concept of equity as it operates in contemporary international law. A principle with a long pedigree, equity has been present in legal thought and in municipal legal systems since antiquity. Introduced in international legal decisions through claims commissions and arbitral tribunals, equity became progressively part and parcel of the international law mainstream. From international cultural heritage law to the law on climate change, from maritime boundary delimitations to decisions on security for costs in investment arbitration, the relevance of equity is more far-reaching than has previously been acknowledged. In contrast with earlier studies on the topic, this book is informed by a body of judicial and arbitral case law that has never been so substantial and varied. It also draws extensively on the prolific case law of investment tribunals, gaining insights from a valuable source that is typically overlooked in public international law scholarship. As the importance of international law increases, covering continuously new domains, the value of equity increases with it. It is this new equity in the international law of the 21st century that this book explores.