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Trends in Private Company M&A: Completion Accounts and Locked Box - Seller and Buyer Perspectives

Ireland, United Kingdom - April 1 2019 Completion accounts have been the traditional pricing mechanism used to deal with uncertainty in the valuation of a target company in acquisitions…

James Byrne.

Is The Commercial Context Relevant When Interpreting Contracts?

United Kingdom - September 15 2017 When asked to interpret a contract, a Court’s first step will be to consider the natural and ordinary meaning of words (textualism), but if the…

James Byrne.

Accounts warranties and unknown liabilities

United Kingdom - September 9 2010 An issue that frequently exercises the minds of buyers and sellers of companies and businesses is the possibility of a previously unknown pre-completion liability that comes to light after completion of the transaction, particularly where provision for the liability, if known, would have been made in the audited or management accounts of the target.

Gerry Halpenny.

Protection under earn-outs

United Kingdom - January 3 2012 A recent English case from November 2011, Porton Capital Technology Funds & Ors v 3M UK Holdings Ltd & Anor, considered a claim by the sellers that the purchaser had breached certain undertakings in a share purchase agreement entered into between them relating to the conduct of the target company's business during the earn-out period.

Gerry Halpenny.

Is It Closing Time on ‘Close of Business’?

Ireland, United Kingdom - January 11 2017 The phrase 'close of business' is not defined in any Irish statutory interpretation legislation and therefore it is open to the courts to interpret it…

James Byrne.