Business Combination Arbitration
Arbitration clauses are now commonplace in contracts organizing cross-border business combinations, such as mergers, acquisitions and joint ventures. Our clients’ disputes in this area typically concern representations and warranties, price adjustment mechanisms and preemption rights. Current and recent cases include the representation of:
- A European life sciences company as Respondent in an arbitration brought by a European chemical company seeking indemnification under a Share Purchase Agreement. The law of the Claimant’s State applies.
- A senior family member in an ICC arbitration in Geneva related to the dissolution of a long-standing family partnership. Kuwaiti law applies. Billions of dollars are at stake.
- The Asian founder and the majority shareholder of a NASDAQ listed company as Respondents in an UNCITRAL arbitration administered by the HKIAC in Hong Kong. The dispute arises from a shareholders agreement. New York law governs.
- A North American company as Claimant in an arbitration under the Swiss Rules of International Arbitration against two European companies. The post-acquisition dispute arises out of breaches of a Share Purchase Agreement and the Respondents’ duty of good faith. German law governs.
- Thirteen financial investment companies and two individuals as Claimants in an ICC arbitration in Paris against a major European telecommunications company. The dispute related to the revision and breach of a settlement agreement that was previously entered into by the parties in relation to multiple claims brought in several litigation proceedings. Brazilian law applied. Over USD 15 billion was at stake.
- EDF International as Respondent in an ICC arbitration in Zurich initiated by a company fully-owned by the German Land of Baden-Württemberg. The dispute arose from the acquisition by the Land of EDF's stake in an energy company based in the Land of Baden-Württemberg and raised complex issues of EU law. German law applied.
- The Dow Chemical Company in an ICC arbitration in London against Petrochemical Industries Company (PIC) arising out of the failure of the latter to close a large M&A transaction. English law applied. Dow was awarded more than USD 2.47 billion. PIC's challenge to the award in the High Court in London, brought under the English Arbitration Act, was rejected, as was PIC's application for leave to appeal.
- A North Asian company as Respondent in an ICC arbitration in Paris against a North American company. The claim concerned the dissolution of an industrial joint venture. New York law applied.
- A global asset management company as Claimant in a HKIAC arbitration in Hong Kong against certain founders and shareholders of a company that our client invested in. The dispute arose from an agreement in connection with the investment. Hong Kong law governed.
- Two European companies as Respondents in an SIAC arbitration in Singapore initiated by a South East Asian company. The dispute, arose from a Share Purchase Agreement subject to Singapore law. The sum in dispute exceeded USD 100 million.
- A group of shareholders of a holding company as Respondents in an ICC arbitration in Paris initiated by another shareholder in the same company. The dispute concerned the interpretation of a put option price provision contained in a Shareholders' Agreement. The law of the Netherlands applied. Over USD 500 million was at stake.
- Three European chemical companies in four ICC arbitrations in Paris and Geneva against European subsidiaries of a large North American chemical concern. The disputes arose from a joint venture agreement formed to manufacture a product used for the production of nylon, as well as from a related confidentiality agreement and the resulting settlement agreement entered by the parties to settle a previous dispute.
- A major European retail group as Claimant in an ICC arbitration in São Paulo against its Brazilian joint venture partner. The dispute concerned breaches of a shareholders’ agreement concluded between the parties relating to the control of Brazil’s largest retailer. Brazilian law applied.