Session details
Latin America is commonly perceived to experience lower levels of M&A-related litigation than countries in other regions. However, not all M&A transactions begin and end the same – ie beginning where the buyer approaches the seller and ending when the seller receives funds and the deal is closed. Indeed, the perception that litigation is slower is therefore a reason, but disputes involving participants in M&A transactions across the region are common. The panel, together with those of you who decide to attend, will explore how the overcrowding of justice systems in countries around Latin America plays a role in the lack of M&A related litigation. We will also discuss the preference by parties to M&A deals for arbitration, rather than domestic courts or alternative dispute resolution procedures. Although it could be said that most disputes are settled through direct conversations between principals, as opposed to formally starting lawsuits or arbitration proceedings, we will also aim to discuss problems between parties where claims are more commonplace and frequently contested or challenged, including: post-closing indemnification, purchase price adjustments, concerns about escrow agreements and possible sums that may be retained. We will not only explore those mechanisms used for funding and securing an indemnity (ie, escrow agreements), but also other mechanisms such as set-offs against future payments (particularly earn-out payments) and a partial holdback of the purchase price. Where applicable and publicly available we will also discuss and explore how tribunals have handled such situations.
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