Corporate and M&A

Author: Ercüment Erdem

Introduction

Mergers and Acquisitions (“M&A”) are restructuring of companies or assets through various types of financial transactions, such as mergers, acquisitions, purchase of assets, or management acquisitions.

This article covers M&A disputes being solved before arbitral tribunals.

M&A Related Disputes

M&A deals have various stages where the parties negotiate different terms and sign agreements. Majority of M&A related disputes occur post-signing. They often relate to interpretation or application of Shareholder Agreement (“SHA”) and Share Purchase Agreement (“SPA”). There are also noteworthy claims associated with the pre-signing period.

Pre-Signing Disputes

These disputes occur at an early stage of the deal, before the signing.

• Non-Disclosure Agreement (“NDA”) Related Disputes

Infringement of non-disclosure provisions agreed by the Parties in an NDA may trigger pre-signing disputes. In such cases, target company seeks damages by arguing that that possible buyer who decided not to proceed with the deal disclosed their confidential information, benefited from reaching this confidential information with bad faith and infringed the terms of NDA.

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