1 M&A Disputes in the Courts Murray Rosen QC Partner and Head of Advocacy Unit 13 May 2010.

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Presentation transcript:

1 M&A Disputes in the Courts Murray Rosen QC Partner and Head of Advocacy Unit 13 May 2010

2 Inside the English legal mind With thanks to Steuart & Francis: “Lawyers Uncovered”

3 English law, English language The Common law English advocates and judges London courts and institutions The cross-border experience Regulatory complications Emerging markets

4 Mergers and acquisitions Putting businesses together Company takeovers and joint ventures Falling out in private and public State resolution versus contractual resolution The precedent system

5 How English lawyers argue disputes Witness for the Prosecution (1957) - Marlene Dietrich & Charles Laughton

6 Some common issues Contract and tort (fraud and negligence) Performance issues - indemnities and warranties Misrepresentations and material change of circumstances Contractual estoppel Price and damages - valuations

7 Contractual estoppel: non-reliance and no-knowledge Non-reliance  Peekay v ANZB Group [2006] 2 Ll Rep 511  Tital Wheels v RBC [2010] EWHC 211 (Comm) No-knowledge  Eurocopy v Teesdale & others [1992] BCLC 1067  Infiniteland v Artisan Contracting [2005] EWCA Civ 758

8 Price and damages - valuations Thomas Witter v TBP Inductries [1996] 2 All ER 573 Lion Nathan v CC Bottlers [1996] 1 WLR 1438 Macquarie Int’le v Glencore UK [2009] EWHC 2267 (Comm)

9 Where to sue ? Or where to …. * No reference is intended to any recent Hollywood film *

10 English Court v Arbitration - factors Choice of decision-maker(s), venue and language Procedures (internal and external) Confidentiality and integrity Speed, finality and appeals Enforcement

11