TRANSACTIONAL DISPUTES
Our Transactional Disputes lawyers sit at the intersection of our Corporate and Litigation practice areas. We advise both PUBLIC AND PRIVATE COMPANIES, providing them with our DELAWARE ADVANTAGE – the extensive experience of lawyers in our Wilmington office with Delaware corporate law. Our services span clients’ needs, from PRE- AND POST-CLOSING DISPUTES to PROTECTION OF RIGHTS and STRATEGIC ADVICE.
Corporate Practice
Litigation Practice
Fiduciary duty and fraud claims
Transition service agreements
Competition covenant disputes
Representation and warranty claims
Representation and warranty insurance coverage battles
Earn out disputes
Fiduciary duty and fraud claims
Among the most high-stakes and reputationally sensitive issues involving pre-deal misrepresentations and omissions, most often during negotiations and due diligence, and post-deal disputes, including escrow holdbacks.
Buyers often contract with sellers to provide needed services, such as IT and revenue collection, post-closing. Disputes can arise over sellers’ failure to perform the duties set forth in those agreements.
Transition service agreements
Restrictive covenants are often critical to the success of a purchased business. However, disputes over those covenants are common and enforcement can be a challenge, particularly against a seller’s former managers.
Competition covenant disputes
Buyers and sellers are frequently at odds pre-transaction over how much the buyer will represent and warrant as to the condition of the business. Post-transaction disappointment by the buyer commonly leads to suits.
Representation and warranty claims
Most sellers now insist that buyers obtain insurance to cover at least some portion of any losses for breaches of representations and warranties. When losses occur, fights between sellers and buyers can also now involve disputes between buyers and carriers over coverage.
Representation and warranty insurance coverage battles
Disagreements over the price of a deal often are resolved by making part of the purchase price contingent on the acquired business achieving post-closing performance targets. Post-transaction disputes over these provisions commonly involve claims of buyer manipulation, accounting disagreements, operational changes and more.
Earn out and contingency payment disputes
