The seller’s duty of disclosure

In some cases, an acquisition can still have a nasty aftermath. As a buyer you may feel you have bought a pig in a poke, for example because the seller has not shared all essential information with you beforehand. The seller may have neglected his duty of disclosure. It is also possible that the seller has violated certain representations and warranties, guaranties or indemnities. 

Annulment or dissolution of a purchase agreement on grounds of hidden defects

As a seller, you may in turn be confronted with a buyer who complains afterwards about hidden defects. It is not uncommon for a disappointed buyer to attempt to rescind the purchase agreement (such as a Share Purchase Agreement or ‘SPA’ for short) or to set it aside (nullify it) on grounds of error. He may also claim damages for a breach of warranties or seek an adjustment of the purchase price. What if you believe that the buyer (often assisted by a team of professionals, such as financial experts, lawyers and/or tax specialists) could (and should) have known better and, therefore, breached his duty of investigation?

Disputes arising from the provisions of an acquisition contract

Disputes can also arise afterwards about how provisions in an acquisition contract should be interpreted. For example, a dispute may arise about whether the requirements for an additional payment on the purchase price (a so-called ‘earn out’) have been met or about the scope of a non-competition clause in the purchase agreement.

VIOTTA helps in cases of takeover disputes

In all cases where one or both parties to an acquisition have a bad taste in their mouths about a contract for which they once opened the champagne, the experienced specialists at VIOTTA Advocaten are ready to assist you. Almost every day we assist both buyers and sellers in disputes about acquisitions with a link to The Netherlands or to Dutch law. From the takeover of a scale up or medium-sized family business to the acquisition of an internationally operating group by a strategist or private equity firm. We assist clients in preventing and conducting takeover proceedings, both in court and in (national and international) arbitration. If you have any questions or need advice, please contact the lawyers of VIOTTA. They will be happy to help you.

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Restructuring & Insolvency

VIOTTA’s insolvency lawyers have many years of national and international experience at various law firms.