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Arbitration Of Ma Transactions
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Book Synopsis Arbitration of M&A Transactions by : Edward Poulton
Download or read book Arbitration of M&A Transactions written by Edward Poulton and published by Globe Law and Business Limited. This book was released on 2014 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: In this title leading experts in the field of international arbitration provide legal and practical guidance on the key types of dispute likely to arise from M&A transactions (eg, warranty claims, shareholder disputes, claims relating to completion accounts), and offer procedural and tactical tips for arbitration arising from them. The content also covers the fundamental questions of arbitrability, confidentiality, freedom to choose the governing law (and questions of mandatory law) and enforceability in 20 key jurisdictions.
Book Synopsis M&A Disputes by : A. Vincent Biemans
Download or read book M&A Disputes written by A. Vincent Biemans and published by John Wiley & Sons. This book was released on 2017-07-31 with total page 390 pages. Available in PDF, EPUB and Kindle. Book excerpt: Navigate M&A accounting arbitrations with insider perspective M&A Disputes takes you inside the dispute resolution process to help you put together the many "moving parts" necessary to obtain a successful outcome. With deep insight from experts in the field—including valuable advice from the arbitrator's perspective—this book guides you through the entire process to explore the variables at work. The high volume of M&A transactions makes post-closing price adjustment provisions and accounting arbitrations a critical part of doing business. Yet, the field is opaque to non-practitioners and important issues can be easily misunderstood without specific knowledge and experience. A resulting award can make or break a transaction; an intimate understanding of the process's inner working can help you plan your position to the greatest advantage. This book explores the many factors that that contribute to a successful resolution across the entire transaction life cycle from contract negotiation through the dispute phase including due diligence, determination of the target net working capital, conception and closing of the purchase agreement, post-closing negotiation and dispute resolution, the impact of accounting practices, guidance, and documentation as well as relevant auditing concepts, and various facts and circumstances surrounding the target business and the transaction that need to be considered. M&A volume remains high and continues to result in large numbers of current and future post-closing M&A disputes. Clients rely on their attorneys and advisers to guide them through the process and counsel them toward a positive outcome. Those professionals will find that M&A accounting arbitrations carry a range of distinctions that require a specialized knowledge base to navigate correctly. This book provides real-world guidance from experts in the field, with invaluable insight for every stage of the process. Walk through the entire dispute resolution process from arbitrator selection through final award Understand how M&A agreement provisions impact the awarded amount as well as the options available to limit the scope of potential disputes and the "gaming" of the post-closing process by the counterparty Understand the nature of accounting estimates and guidance, their interaction with accounting arbitrations, and how to synthesize facts, circumstances, and GAAP into a persuasive argument to present to the accounting arbitrator Get situation-specific advice for different types of transactions Learn practitioner "dos" and "don'ts" from the arbitrator's perspective M&A Disputes provides transaction parties and their representatives an inside view at the transaction and commonly disputed items through the eyes of the arbitrator to provide them with uniquely valuable insight. In addition to being an invaluable tool for practitioners appearing before an accounting arbitrator, M&A Disputes also provides advice to would-be and experienced arbitrators alike to successfully resolve disputes that can be significant and complex.
Book Synopsis Arbitration of M&a Transactions by : Edward Poulton
Download or read book Arbitration of M&a Transactions written by Edward Poulton and published by . This book was released on 2020-04-16 with total page 555 pages. Available in PDF, EPUB and Kindle. Book excerpt: In an increasingly globalised and complex economy, arbitration is becoming the dispute resolution mechanism of choice for international M&A transactions. Spanning share purchase agreements, asset purchase agreements, shareholder agreements and joint venture arrangements, this is a huge area of commercial activity, giving rise to an expanding number of disputes. In the second and expanded edition of this title, leading experts in the field of international arbitration provide legal and practical guidance on the key types of dispute likely to arise from M&A transactions (eg, warranty claims, shareholder disputes, claims relating to completion accounts), and offer procedural and tactical tips for arbitration arising from them. The content also covers the fundamental questions of arbitrability, confidentiality, freedom to choose the governing law (and questions of mandatory law) and enforceability in a number of key jurisdictions. Together, the contributors provide a one-stop guide to the legal, tactical and practical aspects of arbitration in today's M&A market. The second edition contains not only valuable updates to the first edition, but includes new chapters covering a number of additional jurisdictions (including Peru and Poland). It also introduces a number of additional chapters on third party funding and warranty and indemnity insurance, as well as key concepts of valuation in the arbitration context, the quantification of damages for breach of representations and warranties. Whether you are a lawyer in private practice or are involved in M&A in the broadest sense, this commercially focused title will provide you with holistic, practical insight into the arbitration of M&A transactions.
Book Synopsis M&A Disputes and Completion Mechanisms by : Heiko Daniel Ziehms
Download or read book M&A Disputes and Completion Mechanisms written by Heiko Daniel Ziehms and published by Kluwer Law International B.V.. This book was released on 2018-12-25 with total page 226 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the course of a merger and acquisition (M&A) transaction, the principals and their advisors face a series of decisions, often against the backdrop of an unrealistic deadline, imperfect information and a shrewd other side. In making these decisions, they have to deal with complex technical matters at the intersection of disciplines, including accounting, law, taxation, corporate finance, operations, environmental and strategy. It is not always possible during the negotiations to take a step back and contemplate issues likely to arise before or after completion that may result in a dispute or to address or mitigate risks. It is therefore easy in these highly charged circumstances to create outcomes that end up in legal disputes. A sound understanding of the completion mechanism including the basis and measurement of individual purchase price adjustments is important to negotiate good deals and avoid disputes. This book provides an in-depth discussion of the completion mechanism, including key arguments for or against individual deductions or adjustments. This can be helpful in negotiations. It also provides diagnostic tools and many recommendations that can help avoid disputes. If a dispute has occurred, it discusses how it can be resolved as well as the conceptual basis and practical approaches to the measurement of damages. The book deals with numerous matters that need to be addressed during M&A negotiations and can lead to post-M&A dissonance, including the following: - the equity bridge: from fi rm value to the purchase price for the equity; - closing conditions, the closing process and the completion accounts; - an in-depth discussion of individual purchase price adjustments from factoring to pensions and from leases to the working capital reference value; - material adverse change clauses; - aspects of locked box transactions, including the interest over the locked box period; - how to structure earn-outs to avoid disputes; - red flags for fraud; - damages valuation in M&A disputes; and - lessons learned on how to avoid or deal with disputes. The author analyses a large number of actual post-M&A disputes as a lens to bring into focus precisely where things go wrong in practice. He then sets out practical solutions to the problems dealmakers face, how to negotiate individual price adjustments, and lessons learned from disputes. This book will be useful to M&A practitioners, be they in-house counsel, private equity, sovereign wealth funds, international arbitration centres or other players, as well as the investment bankers, accountants and the professionals who advise them. It will also prove to be of great value to those who deal with post-M&A disputes – judges, arbitrators and litigators – and legal academics interested in the M&A field.
Book Synopsis Tactics in M&A Arbitration by : Karl J. T. Wach
Download or read book Tactics in M&A Arbitration written by Karl J. T. Wach and published by . This book was released on 2008 with total page 500 pages. Available in PDF, EPUB and Kindle. Book excerpt: Disputes regarding M&A transactions are often subject of arbitration proceedings. Their inherent flexibility creates scope for manoeuvre that, skilfully handled, can significantly contribute to the successful outcome of a dispute. The tactical opportunities of the arbitration process - against the background of eight key jurisdictions - are introduced and discussed in this book.
Book Synopsis The Guide to Damages in International Arbitration by : John A. Trenor
Download or read book The Guide to Damages in International Arbitration written by John A. Trenor and published by . This book was released on 2020 with total page 503 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Carve-Out M&a Transactions by : Robbie McLaren
Download or read book Carve-Out M&a Transactions written by Robbie McLaren and published by . This book was released on 2019-09-04 with total page 200 pages. Available in PDF, EPUB and Kindle. Book excerpt: This practical guide, edited by Robbie McLaren at Latham & Watkins, features contributions by specialists on subjects linked to the structuring and execution of carve-out transactions and provides an invaluable insight into the legal, regulatory and practical elements in play. Topics include documentary provisions, IP transfers, transitional services, employment risks, antitrust concerns and financing acquisitions.
Book Synopsis Arbitration of International Intellectual Property Disputes by : Thomas D. Halket
Download or read book Arbitration of International Intellectual Property Disputes written by Thomas D. Halket and published by Juris Publishing, Inc.. This book was released on 2012-05-01 with total page 652 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Arbitration of International Intellectual Property Disputes, which is designed not only for arbitration counsel and arbitrators but also for in-house counsel and transactional lawyers, provides a thorough guide to the use of arbitration to resolve these disputes. Both practical as well as scholarly, it starts by exploring how and why arbitration can provide the best way to resolve these disputes and how to draft an effective arbitration provision. It then covers the principal unique issues which can arise in the arbitration itself, from choosing the tribunal through confidentiality, discovery, validity determinations, choice of law, provisional and final remedies and enforceability. With the world more and more dependent upon technology of all types, the continued and growing importance of intellectual property cannot be understated. There has been, and will continue to be, an accompanying explosion in the number and complexity of transactions in which intellectual property is a critical, if not the critical, element. Many of these transactions cross national boundaries; as do the disputes which inevitably arise from them. But international intellectual property disputes present complexities not encountered in either intellectual property disputes which are confined to one country or other international commercial disputes. The Arbitration of International Intellectual Property Disputes will serve as a handy reference and guide for navigating through the complex maze of intellectual property and arbitration.
Book Synopsis The Function of Equity in International Law by : Catharine Titi
Download or read book The Function of Equity in International Law written by Catharine Titi and published by Oxford University Press. This book was released on 2021-06-11 with total page 224 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides a systematic and comprehensive study of the legal concept of equity as it operates in contemporary international law. A principle with a long pedigree, equity has been present in legal thought and in municipal legal systems since antiquity. Introduced in international legal decisions through claims commissions and arbitral tribunals, equity became progressively part and parcel of the international law mainstream. From international cultural heritage law to the law on climate change, from maritime boundary delimitations to decisions on security for costs in investment arbitration, the relevance of equity is more far-reaching than has previously been acknowledged. In contrast with earlier studies on the topic, this book is informed by a body of judicial and arbitral case law that has never been so substantial and varied. It also draws extensively on the prolific case law of investment tribunals, gaining insights from a valuable source that is typically overlooked in public international law scholarship. As the importance of international law increases, covering continuously new domains, the value of equity increases with it. It is this new equity in the international law of the 21st century that this book explores.
Book Synopsis Tactics in M&A Arbitration by : Karl Wach
Download or read book Tactics in M&A Arbitration written by Karl Wach and published by Sellier European Law Pub. This book was released on 2008-09-22 with total page 350 pages. Available in PDF, EPUB and Kindle. Book excerpt: Mergers and Acquisitions (M&A) transaction disputes are often subject of arbitration proceedings. Their inherent flexibility creates scope for manoeuvre that, skillfully handled, can significantly contribute to the successful outcome of a dispute. Against the background of eight key jurisdictions, the tactical opportunities of the arbitration process are introduced and discussed in this book, including: selection of adequate proceedings --- structuring the arbitration agreement (procedural rules, place and language of arbitration, multi-party situations) --- preparing the proceedings --- constitution of arbitration --- tribunals --- interim relief --- institution of proceedings and suspension of limitation periods --- termination of the arbitration proceedings --- measures against the arbitration award --- recognition and enforcement of the arbitration award --- annex: comprehensive collection of relevant arbitration rules and national legislation.
Book Synopsis Arbitration in the Digital Age by : Maud Piers
Download or read book Arbitration in the Digital Age written by Maud Piers and published by Cambridge University Press. This book was released on 2018-01-25 with total page 328 pages. Available in PDF, EPUB and Kindle. Book excerpt: Arbitration in the Digital Age analyses how technology can be efficiently and legitimately used to further sound arbitration proceedings. The contributions, from a variety of arbitration scholars, report on current developments, predict future trends, and assesses their impact from a practical, legal, and technical point of view. The book also discusses the relationship between arbitration and the Internet and analyses how social media can affect arbitrators and counsel's behaviour. Furthermore, it analyses the validity of electronic arbitration and awards, as well as Online Arbitration (OArb). The volume establishes, on a very practical level, how technology could be used by arbitration institutions, arbitrators, parties to an arbitration and counsel. This book will be of special interest to arbitrators and lawyers involved in international commercial arbitration.
Download or read book M&A Litigation, 2014 written by and published by . This book was released on 2013 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Valuation for Arbitration by : Mark Kantor
Download or read book Valuation for Arbitration written by Mark Kantor and published by Kluwer Law International B.V.. This book was released on 2008-01-01 with total page 430 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides a clear understanding of the nuts and bolts of valuation approaches for business investments, including market, income and asset-based methods. It reviews tools that arbitrators may employ to reach their final compensation assessment on a principled basis. The bookands many practical recommendations explore the decision making processes entailed in three central aspects of the arbitratorands role: and advance planning to enhance understanding of expert valuation evidence; and identification of andapples-to-orangesand miscomparisons; and and recognition of the true comparability between the business at issue and other examples offered in the expert evidence. The presentation focuses not only on the legal standards applicable to the valuation (full or adequate compensation, reparations, restitution, actual loss, fair market value, fair or reasonably equivalent value, lost profits, etc.), but also on the informed judgment and reasonableness that must enter into the process of weighing the facts of each case and determining its aggregate significance. The book considers common valuation methods like discounted cash flows, adjusted present values, capitalized cash flows, adjusted book values and comparable sales and transactions. Additionally, it addresses means for arbitrators to assess expert valuation evidence in complex business investment disputes. andquot;Best book 2008 of the OGEMID awards!andquot;
Book Synopsis Comparative Law Yearbook by : Dennis Campbell
Download or read book Comparative Law Yearbook written by Dennis Campbell and published by Kluwer Law International B.V.. This book was released on 1996-10-10 with total page 396 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Yearbook offers an important forum for legal practitioners to address and compare practical legal issues of direct interest to their areas of specialisation. Each volume features a comprehensive range of articles written for and by leading practitioners and advisers working within the international business sector. This eighteenth volume contains chapters on: the law relating to banking competition dispute settlement foreign investment and secured transactions general commercial issues facing international businesses the various laws and regulations governing investment and the operating of companies in foreign countries (which should be of great interest to anyone involved with the business of multi-jurisdictional organizations.) banking regulations and the need to obtain security over transactions Other important issues covered in the general section of this volume are those of product safety, restraint of trade, clauses in employment contracts and the remedies available to foreign sellers of goods. All the above topics contribute to making this volume of the Yearbook a valuable tool for international legal practitioners and their clients.
Book Synopsis The Principles and Practice of International Commercial Arbitration by : Margaret L. Moses
Download or read book The Principles and Practice of International Commercial Arbitration written by Margaret L. Moses and published by Cambridge University Press. This book was released on 2008-03-17 with total page 91 pages. Available in PDF, EPUB and Kindle. Book excerpt: This title provides the reader with immediate access to understanding the world of international arbitration. Arbitration has become the dispute resolution method of choice in international transactions. This book explains how and why arbitration works. It provides the legal and regulatory framework for international arbitration, as well as practical strategies to follow and pitfalls to avoid. It is short and readable, but comprehensive in its coverage of the basic requirements, including changes in arbitration laws, rules, and guidelines. In the book, the author includes insights from numerous international arbitrators and counsel, who tell firsthand about their own experiences of arbitration and their views of the best arbitration practices. Throughout the book, the principles of arbitration are supported and explained by the practice, providing a concrete approach to an important means of resolving disputes.
Book Synopsis Online Arbitration in Theory and in Practice by : Ihab Abdel Salam
Download or read book Online Arbitration in Theory and in Practice written by Ihab Abdel Salam and published by Cambridge Scholars Publishing. This book was released on 2021-10 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: This book presents an overview of online arbitration and electronic contracting worldwide, examining their national and international contexts, and assessing their ongoing relevance. It offers solutions to the salient challenges facing both online arbitration and electronic contracting, dealing firstâ "hand with online arbitration as an online dispute resolution technique for solving both traditional and electronic commerce disputes that may arise out of the breach of contractual obligations in international commercial contracts, while also comparing between common law and civil law countries. In the theory of law, this book analyses the international legal framework that regulates eâ "commerce, and its impact on electronic contracting, including Model Laws and International Conventions such as the Model Law on Electronic Commerce of 1996 and the Electronic Communications Convention of 2005. It also investigates whether the UN Convention on Contracts for the International Sale of Goods of 1980 â ~The CISGâ (TM) applies to eâ "commerce contracts. In addition, it extensively examines the possibility for the enforcement of online arbitration agreements and online arbitral awards under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958. Regarding the practice of law, the volume examines how national courts apply both national laws and the New York Convention of 1958 when dealing with the enforcement of online arbitration agreements, and whether courts apply the provisions of national laws of arbitration liberally. As such, it encourages the adoption of a more liberal judicial regime in favour of the enforcement of online arbitral awards and online arbitration agreements in national courts. This book represents a valuable resource for academics, arbitrators, practicing lawyers, corporate counsels, law students, researchers, and professionals who are willing to solve their crossâ "border commercial disputes through online arbitration.
Book Synopsis Search for Truth in Arbitration: Is Finding the Truth What Dispute Resolution Is About - ASA Special Series No. 35 by : Marcus Wirth
Download or read book Search for Truth in Arbitration: Is Finding the Truth What Dispute Resolution Is About - ASA Special Series No. 35 written by Marcus Wirth and published by Juris Publishing, Inc.. This book was released on 2011-08-01 with total page 188 pages. Available in PDF, EPUB and Kindle. Book excerpt: This volume of the ASA Special Series contains the written version of the presentations given at the ASA 2009 Annual Conference on "The Search for "Truth" in Arbitration: Is finding the Truth what Dispute Resolution is about?" This volume explores the role and the relevance of "truth" in dispute resolution and specifically in commercial arbitration; the different notions of truth in different legal cultures; the users' view in that respect; and the consequences of these different perspectives and approaches for the practice of international arbitration. Part one provides the "philosophical" background to the subsequent discussions of some practical issues from the perspective of the users of arbitration services as well as of the providers of these services, arbitrators and counsel. Next, two practical issues that have for a long time been a hot topic in commercial arbitration practice, cross-examination and document production, are expolored from different perspectives. Finally formalism in arbitral proceedings is discussed – is formalism good or evil? It has been concluded that formal requirements should never be handled in a way that would hinder a tribunal or a court from accomplishing the main task with which it was entrusted either by the parties or by the State: applying the substantive law to the issues before them and finding a just and fair solution to the parties' dispute. The presentations published in this volume of the ASA Special Series will contribute to the discussion of the ever intriguing question "Is Finding the "Truth" what Dispute Resolution is about?"
