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Prior results do not guarantee a similar outcome.

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Tel. (415) 772-0900
Cell: (650) 804-8300
Fburke@adrservices.com

Mergers & Acquisitions Disputes

  • Mediated alleged breach of merger and acquisition agreement relating to alleged failure by the buyer to provide certain in-kind services at discounted prices.
     

  • Mediated alleged breach of letter of intent in connection with merger and acquisition transaction.
     

  • Handled a matter involving a $350 million securities fraud lawsuit arising out of a $1 billion stock purchase agreement between two Fortune 100 companies of an aerospace business. The suit alleged that there were misrepresentations in financial statements. The matter was resolved with a high eight figure settlement.
     

  • Handled a matter involving an asset purchase agreement of an aerospace business, relating to indemnification and earnout claims totaling $45 million.
     

  • Handled a matter where the buyer asserted $30 million claims for fraud, conversion and securities fraud in an arbitration where the buyer had acquired a data entry company through a stock purchase agreement for cash, a holdback payment and an earnout payment. The sellers remained in control of the company during the holdback and earnout periods. Seller made false financial entries, overbilled state and local government customers, and improperly diverted expenses.
     

  • Handled a breach of contract and fraud matter between a U.S. subsidiary of a Chinese solar panel manufacturer and an infrastructure lender relating to the development, construction and sale of two solar power plants for $18 million, with the dispute focused on the validity and meaning of a post purchase price adjustment formula tied to Libor.
     

  • Handled a matter involving an $8 million claim regarding a merger and acquisition transaction involving the sale of a computer software applications services business with a deferred purchase price agreement. The buyer sought rescission of the sale agreement in an arbitration based upon violation of the material adverse change and material adverse effects clauses in the asset purchase agreement and alleged misrepresentations involving projections and damages for alleged breach of non-solicitation agreements contained in the asset purchase agreement and related employment agreements. The seller sought enforcement of the asset purchase agreement and the payment of deferred consideration.
     

  • Handled a $5 million matter relating to a purchase of an information services company using a stock purchase agreement with a cash-down payment and deferred purchase price earnout provision conditioned on achieving certain EBIT targets. During arbitration, the company established that the seller had created false invoices, engaged in fictitious transactions, made false entries in the company books and records, and made misrepresentations and omissions of material fact, thereby receiving fraudulently inflated overpayments.
     

  • Handled a matter involving a business process outsourcing company in a $5 million arbitration claim against a computer reseller arising from a disputed clawback amount in a stock purchase agreement. The dispute related to the meaning and interpretation of a clause relating to two-year revenue and gross profit projections, as well as whether various projections were objectively and subjectively reasonable.
     

  • Handled a matter involving an aborted asset purchase agreement and associated patent purchase agreement and employment agreement by a foreign manufacturer of a printed circuit board manufacturer based on alleged violation of conditions of sale with competing claims of specific performance, damages and declaratory judgment.