Case Studies

Mergers & Acquisitions Disputes

  • Arbitrated competing claims between business seller and buyer regarding acquisition closing accounting concerning pension benefit obligations.
  • Arbitrated breach of contract claims by the seller of a Membership Interest Purchase Agreement against the buyer regarding the development of a solar energy generating facility.
  • Mediated dispute between parties in a solar energy development involving multiple breaches of contract involving a Membership Interest Purchase Agreement relating to a number of solar project development companies.
  • Arbitrated claim for breach of company acquisition agreement .
  • Arbitrated claims bought by investors concerning post closing accounting arising from a merger agreement relating to earnouts and tax refunds.
  • Mediated breach of contract claims arising from a business purchase of assets of a printed circuit board manufacturer by a similar business, with alleged non-payment and defense of alleged failure of condition precedent relating to applicable zoning.
  • Arbitrated a dispute between a solar power plant developer and a solar power plant producer over pricing terms on thirty Membership Interest Purchase Agreement projects and whether the developer would become the EPC contractor on several projects.
  • Arbitrated action between the buyer and the seller of a dental products provider arising from an Asset Purchase Agreement against the seller based on misrepresentations, breaches of contract, unjust enrichment and unfair business practices arising from alleged inaccuracies in the seller’s disclosures and financials, and omissions of cash payments to employees for wages, overtime, benefits and commissions as well as wage increases, leading to overstatements of income and discretionary cash flow. There was a counterclaim by the seller for the unpaid balance of the purchase price and conversion of past due receivables which had not been purchased.
  • Mediated action between the buyer and seller of a licensed outpatient mental health agency pursuant to a Stock Purchase Agreement. The buyer alleged several misrepresentations concerning the sale and sought rescission, return of all payments, restitution and consequential damages. The seller counterclaimed for breach of contract and sought full payment under the Stock Purchase Agreement
  • 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.

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