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M&A, JV and Shareholder disputes

Corporate and shareholder litigation carries a significant risk of destroying shareholder value and disrupting ongoing management. We are tenacious in ensuring our clients’ objectives are achieved, whether that be the existing management team, shareholders or other interested parties.

Our team provides advice on complex disputes relating to mergers and acquisitions, shareholder agreements, sale and purchase agreements, joint ventures and disputes between shareholders as well as shareholder derivative claims, unfair prejudice petitions and equitable windings-up. We advise pre-emptively with a view to avoiding the destabilisation that such disputes can entail, and pro-actively once disputes have arisen.

We have expertise both domestically in corporate litigation before English courts and tribunals and globally, advising on some of the most significant joint venture disputes in recent years.  Our experience spans multiple industry sectors including oil and gas, infrastructure, leisure, industrials and precious metals.  Such disputes can involve litigation, international arbitration and alternative dispute resolution techniques such as mediation.  Where appropriate our team works alongside and leads international teams of lawyers, selected for their individual excellence most aligned to the client’s needs.

Our experience includes:

  • M&A disputes (including breach of warranty claims)
  • Shareholder litigation and shareholder activism
  • Joint venture disputes
  • Partnership and LLP disputes
  • Derivative litigation, unfair prejudice petitions and equitable windings-up
Representative cases:
  • Acting for one of two joint venture partners in confidential ICC arbitration proceedings concerning a soft-commodities export terminal project located on the Black Sea. The parties’ combined claims were valued at almost USD3 billion and involved issues of English, Dutch and Russian law as well as numerous related trade, construction and accounting matters.
  • Representing one of three hotelier brothers in a confidential arbitration concerning a highly contentious split of the hotel business valued at more than GBP1.5 billion. The dispute required an expedited arbitration which was conducted in its entirety within 10 weeks from the commencement of the arbitration to the issue of a final award.
  • PETRONAS in its successful defence of a USD1.14 billion claim in an ICC arbitration for fraudulent misrepresentation and breach of contract arising out of the termination of its investment in a Brazilian off-shore oil project. PETRONAS was awarded USD15 million in costs.
  • Representing founder/shareholders in claims and related counterclaims worth over GBP100 million against a private equity investor. The claims include allegations of fraudulent misrepresentation, conspiracy, inducement to breach contract and breach of fiduciary duty as well as claims in relation to damage to the company through alleged mismanagement.
  • Acting for the former Chairman of Investment Banking at a leading investment bank and shareholder in an advisory and investment firm, who was alleged to have diverted an opportunity worth more than USD500 million to acquire interests in technology for the stimulation of late life oil wells.
  • Acting for a hedge fund in bringing a USD100 million claim against former partners for breach of covenants, fraud, misuse of confidential information and conspiracy. The claims were settled on favourable terms which included a substantial payment by the Defendants and a statement containing an apology read out in open court.
  • The developer and owner of a cryptocurrency wallet in an unfair prejudice petition following his exclusion from the management of the business and misappropriation of the assets of the business by the management.
  • Acting for the Claimant shareholder in a derivative claim in respect of a UK plc following a highly contentious AGM. In parallel with bringing the derivative claim, our client successfully obtained injunctions temporarily restraining the post-AGM board until a further shareholder vote could be held to correct the outcome of the AGM.
  • Acting for the successful purchasers in a claim for fraudulent breach of warranty arising out of the sale of a logistics software company. The claim involved complex factual allegations and issues concerning quantification and causation in a breach of warranty claim.
  • An art investor in an LCIA arbitration with a joint venture partner following breaches of a joint venture agreement relating to long-term art investments.
  • Acting for a shareholder in a UK-listed plc in a confidential LCIA arbitration against a co-shareholder involving disputed oral variations to a share sale agreement and allegations of fraudulent misrepresentation and forgery, with claim values in excess of USD50 million.
  • Acting for two directors defending claims, including breach of fiduciary duty, to the value of GBP8 million brought by a shareholder and founder of a well-known online company in the healthcare industry following the acquisition of the company by a private equity firm. The founder also claims that the private equity firm caused the company to misappropriate certain categories of shares after the founder’s exit.
  • Representing a leading European luxury goods manufacturer in a business-critical LCIA arbitration concerning several cross-border disputes arising from its joint venture business arrangements with a local partner in the Middle East.
  • Through our Business Intelligence team, acting for a Gulf state to locate assets in connection with a shareholders’ dispute following a major fraud perpetrated in the Democratic Republic of Congo.
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