Business Sale & Purchase Disputes - Live at Your Desk

Introduction

The process of buying or selling a business is often complex and stressful. Sometimes, unfortunately, they can also give rise to disputes — especially when the terms of a Sale and Purchase Agreement / Share Purchase Agreement (SPA), or Asset Purchase Agreement (APA), are not adhered to by either party.

This virtual classroom seminar will explore in detail the common types of dispute and the legal issues that could arise in a business sale and purchase, with particular focus on breaches of SPA and APA provisions.

What You Will Learn

This live and interactive course will cover the following:

Potential Claims

• Warranties and indemnities
• What they are and why they matter
• Consequences of breach of warranty vs breach of indemnity
• How breaches can be avoided or otherwise can be enforced if they are breached
• Restrictive covenants
• What happens when post-sale restrictions are breached
• Enforceability of restrictive covenants and the attitude of the Court
• Remedial actions, including possible use of injunctions, to prevent breach
• Misrepresentation
• Possibility of a claim in misrepresentation under typical SPA/APA provisions
• Distinction between types of misrepresentation that could apply
• Types of misrepresentation that could typically apply or not apply to the parties’ agreement
• Purchase Price Mechanisms
• Differences between Completion Accounts, ‘Locked-box’ and earn-out mechanisms
• The different disputes breach of any these could give rise to
• Notice Provisions
• Compliance with the contractual notice requirements and how these could affect potential disputes
• Limitation Provisions
• Time limits for bringing contractual claims
• Contractual caps and exclusions that could vary these time limits

Prevention and Enforcement

• Due Diligence
• Its role in preventing disputes
• Importance of thorough buyer and seller investigations
• Importance of proper disclosure to help prevent liability
• Bringing or Defending a Claim under a Business Sale and Purchase Contract
• Key legal and strategic considerations for both parties
• Key remedies for various breaches
• How these may be affected by de minimis and aggregate limits in the contract

Further Issues

• Dispute resolution clauses and ADR how these are dealt with in the contract
• Directors’ duties and whether these might also apply
• Importance of clear drafting and drafting tips

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.