The sale of all or part of a company through the sale of shares or assets is a highly dynamic process which can lead to complicated legal disputes. These could be whether or not it is possible to break off negotiations, rely on reservations or the interpretation of provisions in the letter of intent for purchase and sale and/or the definitive agreement. There may also be disputes on whether or not it is possible to invoke guarantees to reduce the purchase price or cancel the transaction.

In such disputes, issues often come up that require complex answers to do with the obligation of the selling party to disclose versus the obligation of the purchasing party to carry out an investigation. What information is provided by the selling party, and what is not but should be shared? What information has the purchasing party taken as its starting point, whether justifiably or not? Should the purchasing party assume the accuracy and completeness of the information provided or should the purchasing party itself have carried out more research? Furthermore, it often occurs that disputes not only extend to the selling and purchasing party, but also to the role of their management boards, supervisory boards and/or the professional advisors they have engaged.

Assistance to parties in takeover disputes requires expert knowledge of Dutch company law and procedural law. In addition, thorough practical experience with takeover procedures is absolutely essential. CMS Derks Star Busmann possesses just such knowledge and can provide you with professional advice and assistance in takeover disputes.