Overview

Putting together a transaction can be a long and painstaking process for buyers and sellers. As disputes arising from mergers and acquisitions (M&A) transactions continue to increase, it is imperative to have counsel that understands the risks and potential pitfalls all the way from contract drafting through post-closing resolution. Ranging in size and complexity, an essential part of the business-combination process is managing risk for post-closing disputes while being prepared to implement a strategy in the event of litigation. Katten has assembled a team of dedicated M&A litigators focused on the transaction's path of success.

Our key areas of practice

  • Indemnification claims (including representations and warranty disputes)
  • Earnout disputes
  • Interim and post-closing covenant breaches
  • Specific performance to enforce closing requirements
  • Post-closing and net working capital adjustment disputes
  • Contract drafting and negotiation assistance from a dispute-avoidance perspective

Intersecting with the art of M&A

Disputes can arise in many forms, from allegations of breach of representations and warranties, contract, or fiduciary duty to claims regarding purchase price adjustments and earnout disputes, net working capital disputes, third-party/indemnification, gamification, fraud, interim covenant breaches and shareholder challenges. With nearly a quarter of all M&A transactions resulting in post-closing litigation, Katten's proactive approach has transactional attorneys working alongside the Mergers and Acquisitions Litigation team to troubleshoot for every outcome and deliver bespoke contracts that protect our clients' interests, as well as provide keen transactional insight when disputes involve M&A agreements not drafted by the Katten team. We know M&A agreements down to every last comma and how each legal nuance matters.

Studying M&A litigation trends with academic rigor

Our attorneys are constantly learning. They read the latest M&A cases daily to keep abreast with the current state of the law and what M&A litigation trends might impact our clients' interests. We understand that the results of post-closing litigation hinge on more than just process and dates, and we put that deep knowledge to work during the contract-development stage in the transaction life cycle, which benefits our clients should there be a post-closing dispute. Our commitment to our clients' goals helps forge the path both during the negotiation and drafting process, as well as during a post-closing dispute and the litigation or resolution of the same.

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