M&A agreement, Share purchase agreement
Earn-out period in a M&A transaction: What happens if the parties have not defined it?
A two-year earn-out period defined by the courts (by filling a contractual gap).
Share purchase agreement
How long shall the seller be liable?
Liability of the seller for third party litigation in a Share Purchase Agreement: is the time limit applicable only to the bank guarantee or also to the indemnification obligation of the seller?
Share purchase agreement
Fundamental error in the context of M&A transactions: reversing the irreversible?
Rescission with retroactive effect of a share purchase agreement because of a fundamental error.
Share purchase agreement
Simultaneous performance of the parties’ obligations under a Share Purchase Agreement (SPA)
The debtor raising the defense of the simultaneous performance of the parties' obligations must raise it sufficently early in the court proceedings.
Joint venture, Share purchase agreement
Shareholders’ dispute regarding a former joint venture: Are today’s partners tomorrow’s enemies?
The interpretation of a shareholders’ agreement in a former joint venture which provided for option rights upon change of control.
Share purchase agreement
SPAs and post-closing price adjustments: missed deadlines are not always costly
Interpretation of a share purchase agreement.