Company (M&A) Disputes
Our litigators handle complex, high value and cross-jurisdictional corporate disputes that arise following company mergers and acquisitions.
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Our litigation lawyers are here to support company directors, shareholders, investors and entrepreneurs in the event of an M&A dispute — from breach of warranty and indemnity claims to joint venture disputes and shareholder disputes.
Successfully navigating a corporate merger or acquisition can be challenging and several types of dispute may arise post-closing.
Our expert litigators work closely with our corporate transaction lawyers to solve a wide range of disputes. Our corporate team is regarded as one of the UK’s most active deal makers by Experian — so we’ve seen (and solved) virtually every issue that can arise.
We also have a specialist shareholder rights and disputes team that can outline your legal position as a shareholder and — should it become necessary to consider or take court action — explain the range of court orders that are available to protect your interests.
Common disputes after a merger or acquisition
We provide legal advice around a range of corporate disputes, including:
- Breach of warranty and indemnity claims.
- Earn-out disputes.
- Wrongful withholding of retentions.
- Joint venture disputes.
- Breach of director’s duties.
- Derivative actions.
- Minority shareholder and unfair prejudice disputes.
- Corporate investigations that involve fraud, corporate crime, reputational issues and data breaches.
If you’re facing any type of company dispute, talk to our team today.
Breach of warranty — how do claims arise?
In simple terms (and in the context of corporate transactions), a warranty is an assurance made by one party (typically the seller) to another party (usually the buyer) that certain facts about a company and/or its assets (such as company accounts) are true and accurate at the time of entering into that transaction or agreement. Warranties are typically used within the context of mergers and acquisitions, share purchase agreements (SPAs) or supply contracts.
A breach of warranty arises when the information given is found to be false or misleading. This can lead to significant financial and operational impacts on the party that’s relying on the statement — and a claim against the individual who gave the warranty.
When determining the merits of a breach of warranty dispute, careful consideration must be given to the warranty itself, the wider agreement, any disclosure given in advance to agreeing the warranty and how loss has been caused as a result.
Are there time limits for bringing breach of warranty claims?
The default position for starting a claim for a breach of warranty is six years (or twelve years if the contract is executed as a deed). It’s important to consider the terms of the individual contract or SPA, since these can contain much shorter deadlines for when claims must be started. These deadlines are strictly interpreted, so missing one could prevent you from bringing a claim. You should take expert legal advice promptly if you consider there to have been a breach of warranty.
What is an earn-out claim?
An earn-out is a form of deferred consideration that’s commonly negotiated into SPAs so that elements of the purchase price are contingent on the performance of the business (and other factors) post-acquisition. The SPA will set out the mechanism for calculating an earn-out and define the earn-out periods that are applicable to the deal.
Due to the contingent nature of earn-out provisions, disputes often arise between the seller and buyer regarding the calculation of the consideration payable, the ambiguity of the drafting in the SPA, the operation of the business post-completion, disagreements around performance metrics and the preparation of accounts.
Provided that the performance metrics of an earn-provision are met, significant further consideration may be payable to the seller. This is why disputes are common. Determination by an expert may be possible to avoid costly litigation between the parties.
Earn-out provisions can be complex. We’re experts in both mitigating the risk of earn-out disputes and navigating any disputes that arise.
Specialists in shareholder rights & disputes
Our team also contains experts in shareholder rights and disputes who can help you to understand your position and options as a shareholder.
Rifts between shareholders are common and this area of law can be highly complex and confusing for the uninitiated.
If you’re looking to protect or assert your position as a shareholder in a private limited company, we’re here to help. We understand just how stressful these situations can be and have successfully navigated all kinds of strategic battles that can ensue.
Getting sound legal advice at an early stage of any potential shareholder fallout or dispute is critical to minimise your costs, time and energy.
Expert litigators for resolving company disputes
Our company disputes team is led by Partner and Head of Litigation Paul Lunt — a highly regarded and multi-award-winning commercial litigator. Recognised in The Legal 500’s Hall of Fame, Paul has over three decades of experience in shareholder rights and disputes as well as various other forms of complex and high-value company disputes.
Fellow commercial litigator Helen Otty is also recognised by The Legal 500 and regularly advises on a wide range of commercial and company disputes including shareholder and partnership disputes as well as procurement law and breach of warranty claims.
Phil Weldon specialises in corporate disputes and shareholder rights with particular experience in the corporate healthcare sector, where he deals with disputes and shareholder rights issues relating to dental practices, pharmacies and GP practices.
Meet the team
“Among recent successful cases its litigation team won a landmark defamation and malicious falsehood case in the Supreme Court overturning an early Court of Appeal ruling. It acted for the recruitment agency LCA Jobs and its owner, Lynda Cannell, who had been sued for libel, slander and malicious falsehood by a former employee, Fiona George, who the Supreme Court ruled was only entitled to £5 in nominal damages for her claim in malicious falsehood.”
The Times Best Law Firms 2025
“Brabners' [commercial litigation] team earns praise for its involvement in high-profile matters, including the 'Wagatha Christie' trial. The team is headed up by the ’bright, proactive and commercially savvy’ Paul Lunt, who is noted for his focus on media and sports disputes, shareholder disputes, contractual and professional negligence claims.”
The Legal 500 2025
“Nick McAleenan has significant knowledge of media and communications claims, with experience in handling cases concerning phone-hacking, data protection, smear campaigns and submissions to the Leveson Inquiry.”
The Legal 500 2025
“Property litigation specialist Helena Davies routinely advises on title and boundary disputes, trespasser injunctions and adverse possession claims, as well as commercial landlord and tenant work.”
The Legal 500 2025
“Jeff Lewis has broad experience in litigating a wide range of disputes, with specific expertise in the recruitment and sports sectors.”
The Legal 500 2025
“Helen Otty advises on high-value international arbitrations, commercial and company disputes.”
The Legal 500 2025
Recognised as a top-tier firm in The Legal 500 2025
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