Arbitration of M&A Transactions
A Practical Global Guide, Second Edition
Consultant editor Edward Poulton
Publication date:
16 April 2020Publisher
Globe Law and BusinessISBN-13: 9781787422933
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.
Lawyers as well as arbitrators should lose no time in acquiring this book. Out now in a new edition from Globe Law and Business for 2020, it should, ideally, be considered essential reading for anyone dealing professionally with M&A (mergers and acquisitions) transactions.
Lawyers will be interested in the fact that many of the articles on the subject therein are written by leading lawyers practicing internationally from leading law firms such as Baker McKenzie, Herbert Smith Freehills and Allen & Overy. ‘Drawing on their extensive experience,’ says consulting editor Edward Poulton’, ‘each of the authors has sought to derive some general themes and lessons.’
As many have come to expect from Globe Law and Business, this book provides readers with pertinent, accurate and authoritative advice from thirty-five expert contributors and seventeen countries: Austria, China and Hong Kong and France, for example, through to Sweden, Turkey and the United States of America. A wealth of high-powered consultancy is here on offer in one handy volume.
Yes, this book is a compilation and a valuable one, especially for practitioners involved in cross-border issues. As mentioned in the book’s introduction, ‘the increasingly international nature of M&A means that the relative (and arguably growing) ease with which arbitration awards can be enforced around the world is a real advantage.’
It is also pointed out in the article on England and Wales that ‘given the often complex, specialised, cross-border and sensitive nature of many M&A transactions, arbitration is often viewed as the most preferable forum in which to resolve disputes arising from such transactions.’ A cautionary note, however, warns that in England and Wales, ‘an arbitration clause should be drafted as widely as possible to catch all intended disputes’ and that ‘certain disputes will not be capable of being referred to arbitration under English law.’
Nonetheless, as Globe points out, arbitration is now becoming the dispute resolution mechanism of choice for international M&A transactions, ranging from share purchase agreements to joint venture arrangements and of course much more.
This book, comments Lord Hoffmann in the foreword, ‘is well worth reading for anyone who is interested in arbitration, but for lawyers involved in an M&A transaction, it will need to be consulted as soon as the first instructions arrive.’
The date of publication of this hardback second edition is cited as at 30th April 2020.