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Getting the Deal Through: M&A Litigation 2021
08 June 2021
The COVID-19 pandemic presents new and unique legal issues and challenges in many areas, including M&A litigation, and likely will continue to do so for years to come. For M&A litigation, difficult issues arose when transactions were signed in the pre-COVID-19 world but were not scheduled to close until after the pandemic took hold. Buyers were confronted with the prospect of having to close deals on target companies that faced new and uncertain economic prospects. Sellers often found themselves in desperate need of financial lifelines while constrained by merger agreements signed prior to the onset of the pandemic.
As before, M&A transactions remain typically transformational corporate events. From comparatively small private company transactions involving tens of millions of United States dollars, to the largest multinational public company deals worth more than US$100 billion, the purchase or sale of any company involves significant risks and many uncertainties. These risks and rewards were exacerbated by COVID-19 and its effects. M&A transactions impact the participants – directors, officers, employees, stockholders, creditors and customers – at every level of the corporate enterprise. Even the most strategic and well-planned M&A transactions sometimes fail to deliver the economic benefits that the parties anticipated at signing, particularly when unforeseen market conditions shift. These factors individually and collectively make M&A transactions ripe for litigation in ordinary times – and these are not ordinary times.
This global reference guide, compiled by the Hogan Lovells litigation team, provides a comparative analysis and expert local insight on a range of M&A litigation focused topics, including:
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shareholder claims;
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individual shareholder losses in connection with M&A transactions;
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corporation losses in conjunction with M&A transactions;
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claims against third-party advisers;
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statutory or regulatory provisions;
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common law rules;
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the challenging of particular clauses or terms in M&A transaction documents;
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the impact of a shareholder vote;
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the burden of proof in M&A litigation;
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damages;
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and duties and responsibilities of directors for corporations receiving unsolicited or unwanted proposals to enter into M&A transactions.
Over twenty lawyers from Hogan Lovells, in addition to several best-friend law firms, contributed to this Q&A-style cross-practice publication covering 18 different countries.
Reproduced with permission from Law Business Research Ltd. Getting the Deal Through: M&A Litigation 2021 (published in April 2021; contributing editors: Jon M. Talotta, William Regan, Ryan M. Philp, Hogan Lovells). For further information please click here.
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