Corporate and M&A Disputes
Selling or buying a business is fraught with risk. Reaching an agreement is a cause for celebration, but what happens if you sign the deal and either the business you bought was misrepresented, or the business you sold fails to offer the return you expected? What if the deal is fraudulent in some way?
What is involved?
Our specialist corporate and M&A disputes lawyers have a wealth of experience in dealing with issues and disputes that may arise following a corporate sale or purchase, including:
- breach of warranty claims
- allegations of misrepresentation including fraudulent and negligent misrepresentation
- earn out disputes
- completion accounts disputes
- challenging expert determinations on the basis of manifest error
We also advise on warranty and indemnity insurance, including coverage issues, and due diligence and disclosure of disputes as part of a company sales process. Our expertise also extends to advising on shareholder disputes, derivative actions, removal of directors and breaches of restrictive covenants by sellers.
If you have an issue with the sale or purchase of a business, please get in touch with our award-winning team now. We will offer a free, initial discussion, to understand the essence of your case, before putting a possible solution scenario to you. We use our experience to offer common sense, pragmatic advice that you can trust, so get in touch now.
Key contact
James Hartley
Partner & National Head of Dispute Resolution
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- Acted for six individuals and their corporate finance advisor defending a claim for breach of warranty and fraudulent misrepresentation, deceit and conspiracy to defraud, following the sale of their IT supplies business. The sellers received £32.5m for their business. Following the sale, the buyer accused the sellers of fraudulently misrepresenting the position of the company’s stock provision. We worked with the sellers and Counsel to identify weaknesses with the buyer’s accusations and applied to the High Court for an early decision on the fraud allegations. Freeths were successful in obtaining reverse summary judgment in respect of all fraud allegations made against the sellers and the Claimant was ordered to replead the remainder of their claim on the basis that the claim was defective.
- Acted for a multi-national company in pursuing a breach of warranty and fraud claim against two high net worth sellers, following our client’s acquisition of a target competitor. The claim arose from a high-value and unexplained customer transaction that was entered into by the target shortly before our client acquired the company. This inflated the value of the target, causing our client to pay substantially more than the true value. The sellers brought a counterclaim, seeking earn out payments and a declaration from the court that the buyer had failed to carry out the completion accounts process, which the sellers say would have resulted in a payment to them. We used our experience in dealing with these types of claims to steer this dispute to a successful conclusion for the buyer.
- Acted for a group of shareholders who sold their cutting-edge eCommerce company to an international buyer in a cross-border transaction. The parties agreed, via a Share Purchase Agreement, that the seller shareholders would be entitled to a holdback and deferred consideration earn-out, depending on the future success of the company. The company subsequently failed, and a dispute arose between the parties as to the cause of the failure. This dispute is currently in the High Court and the total value of the claims is in excess of £20 million, with a ten-day trial to take place in 2026.
- Acted for the seller of an IT supplies company in challenging a completion accounts exercise conducted by an appointed expert on the basis of manifest error. This claim involved a detailed review of the exercise conducted by the expert accountant and consideration of whether the decision reached was within the scope of the Agreement, and was a decision that any reasonable expert could have reached.
Testimonials
The team have a pragmatic and common sense approach to litigation, as the Client I feel that they are acting in my best interests and that earning...
The Legal 500, 2024
They are very thorough and good at seeing beyond the immediate point or issue to the next few stages and consequences like a good chess player.
Chambers & Partners, 2024
Their commerciality, pragmatism, responsiveness, proactivity and communication are all superb.
Chambers & Partners, 2025
Meet the team
Richard Coates
Partner & Head of Automotive
James Hartley
Partner & National Head of Dispute Resolution
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