M&A and Corporate Disputes and Investigations

We act in public and private M&A and corporate disputes in both the English courts and international arbitrations.

Our contentious M&A lawyers advise leading businesses and business leaders including investment banks, financial institutions, UK and international corporations, funds, private equity houses, private companies, family offices and entrepreneurs on all aspects of M&A and corporate disputes and investigations.

We advise on claims relating to shareholder rights – including derivative claims and unfair prejudice petitions – and disputes regarding the management of joint ventures.

Our expertise includes:

issues between signing and completion, including material adverse event triggers;
post-transaction representation, warranty and indemnity claims;
shareholder disputes including unfair prejudice and derivative actions;
disputes concerning working capital and completion statement adjustments;
earn-out disputes and other valuation issues;
issues arising out of re-organisations and restructurings;
fraudulent misrepresentations and the recission of M&A transactions;
the operation of tag, drag and pre-emption rights;
disputes concerning limited partner interests or general partner obligations in fund structures;
partnership and LLP disputes;
breach of fiduciary and statutory duties by directors and officers;
contentious insolvency disputes; and
corporate investigations concerning a range of matters including fraud, breach of duty, data breaches, breach of confidential information, employment issues, reputational matters and corporate crime.

Working closely with our corporate and restructuring lawyers, we aim to devise a strategy to achieve our clients’ objectives, often in the context of regulatory and reputational concerns. We understand what drives an investment or an exit decision and the importance of preserving investment value.

Recent work

Travelport Inc

Acting for Travelport Inc in Commercial Court litigation regarding the exercise of a material adverse effect clause in the context of the COVID-19 pandemic under a Share Purchase Agreement in respect of market-leading travel payments businesses. The case involved an expedited hearing in October 2020 and was the first occasion on which this type of provision has been before the English courts.

Private equity client

Representing a private equity client on substantial and complex accounting warranty claims, including alleged fraud. Matter included an investigation into gross misconduct by senior executives and the exercise of bad leaver provisions on their exit.

Private equity fund LLP

Advising a private equity fund LLP on the defence of a High Court claim for breach of confidence, fraudulent misrepresentation and conspiracy arising out of a corporate transaction through which our clients acquired the assets of two businesses following a prepack administration process. Losses claimed stand at £150m.

Joint venture and breach of fiduciary duties

Defending a claim for breach of fiduciary duties arising out of alleged diversion of corporate interests connected to two limited partnerships, two companies and an LLP created for the pursuit of a joint venture worth potentially £2bn.

Acting for administrators

Acting for administrators on the pursuit of complex allegations against former, shadow and de facto directors for breaches of fiduciary duty, diversion of corporate interests and fraud.

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