Corporate Disputes

Mergers & Acquisitions

Corporate takeovers have their own unique economic and legal logic. Someone unfamiliar with such transactions cannot provide reliable legal advice. We know that a lawyer must understand how to calculate purchase price claims from a balance sheet, tax risks, or the seller’s disclosure obligations. Anglo-American instruments such as “Earnouts”, “MAC clauses”, or “Tax Indemnities” are often the starting point for disputes.

Our lawyers have handled many such disputes and assisted in all legal matters involved in M&A transactions. We know the mechanics of such transactions inside out. Our experience enables us to better understand and efficiently resolve M&A-related disputes.

A selection of past cases

  • Represented a seller in a DIS-administered arbitration for alleged violations of disclosure duties before the conclusion of a company purchase agreement.
  • Represented a private equity fund in state court proceedings concerning damage claims for alleged balance sheet manipulations.
  • Counsel of a shipping company defending against claims for earnout payments before state courts.
  • Represented an international conglomerate in a post-M&A arbitration administered by the DIS against a payment action based on an indemnity provision for antitrust matters. *
  • Represented a company in a DIS-administered arbitration in a claim for compensation due to a failed acquisition (DIS-arbitration). *

Mandates as arbitrator

  • Presiding arbitrator in a DIS-administered arbitration concerning disputes arising from a share purchase agreement (claims arising from balance sheet guarantees, violations of disclosure obligations). [* These clients were advised by our colleagues before joining BAUMANN Resolving Disputes.]

Disputes Between Shareholders

Shareholder disputes often completely paralyse the day-to-day business in family-run medium-sized enterprises, joint ventures, and large companies. In these cases, quick and efficient dispute resolution is essential for a company to return to its core business.

We have represented large stock corporations in proceedings challenging resolutions of the General Meeting and shareholders in disputes with partners. We have also advised in court proceedings determining the value of a company for stockholders’ compensation claims.

A selection of past cases

  • Represented the operating company of an offshore wind farm in a DIS-administered arbitration regarding mezzanine financing.
  • Represented a client in a DIS-administered arbitration with parallel litigation proceedings concerning a joint venture dispute.
  • Represented a corporation in state court proceedings concerning the redemption of shares of a limited liability company.
  • Represented an internationally operating trading company in an ICC-administered arbitration concerning a joint venture dispute.

Mandates as arbitrator

  • Presiding arbitrator in an arbitration between shareholders concerning the violation of non-compete obligations and claims for payment of contractual penalties.