1. Corporate Legal Advisory | M&A Withdrawal and Notice of Termination
The first phase required the corporate legal advisory team to evaluate the validity of the buyer’s termination notice under District of Columbia corporate and contract law.
The dispute emerged when the buyer unilaterally withdrew from the acquisition despite the parties being only days from closing.
Termination and Claim Background
The seller had agreed to transfer 100% of the target company’s shares to the buyer under a Share Purchase Agreement (SPA).
As closing approached, all contractual conditions precedent had been satisfied.
However, the buyer unexpectedly notified the seller of its intent to terminate, alleging a Material Adverse Change stemming from technical concerns and perceived market shifts.
The corporate legal advisory team examined the SPA’s MAC clause, finding that the buyer failed to meet the high evidentiary threshold typically required in international arbitration, particularly when the alleged “adverse change” was foreseeable or not objectively material.
The team further advised that the buyer’s refusal to close constituted a breach of contract warranting damages and contractual penalties.
Initiating International Arbitration
Based on the SPA's arbitration clause, the seller filed an international arbitration claim seeking liquidated damages, lost profits, and reputational harm resulting from the failed M&A transaction.
The corporate legal advisory team prepared a detailed notice of arbitration, preserving all factual records, negotiation history, due diligence reports, and expert analyses.
By doing so, the team ensured that the seller entered the proceeding with a comprehensive evidentiary foundation.
2. Corporate Legal Advisory | Strategic Arbitration Counsel for the Dispute
During the arbitration process, the corporate legal advisory team developed a multi layered strategy tailored to the complexities of cross border M&A disputes.
The team ensured procedural efficiency and presented strong evidentiary challenges against the buyer’s MAC assertions.
Key Strategic Interventions
The advisory team undertook the following measures:
▶ Secured procedural leverage by relying on a well drafted arbitration clause governing seat, venue, and governing law.
▶ Reinforced the enforceability of the liquidated damages clause under D.C. contract principles.
▶ Demonstrated through objective evidence that the buyer’s MAC assertions failed to meet industry standards and arbitral thresholds.
▶ Negotiated procedural orders covering document production, expert testimony, and hearing schedules.
▶ Engaged technical and financial experts to prepare specialized reports validating the seller’s valuation and refuting alleged operational defects.
Each step reflected the significance of corporate legal advisory services in controlling risk, anticipating procedural challenges, and guiding decisions that might influence the tribunal’s assessment.
Pre Award Settlement Outcome
Before the issuance of the tribunal’s final award, the buyer recognized the rising probability of an adverse decision.
The buyer requested settlement discussions, which were facilitated by the corporate legal advisory team.
The final settlement included substantial payment of contractual penalties and compensation for damages, allowing the seller to avoid prolonged litigation, safeguard trade secrets, and reduce reputational risk.
3. Corporate Legal Advisory | Advantages of International Arbitration
The case demonstrates why parties in Washington D.C. continue to rely on international arbitration for complex commercial and M&A disputes.
The corporate legal advisory team highlighted several structural benefits of arbitration in such cases.
Speed and Technical Expertise
Arbitrators are not limited to judicial backgrounds; they may be seasoned experts in M&A, finance, engineering, construction, or emerging technologies.
This expertise enables tribunals to interpret complex buy out mechanisms, due diligence reports, and valuation metrics much faster than traditional courts.
Global Enforceability and Confidentiality
Because more than 170 jurisdictions adhere to the New York Convention, arbitral awards are enforceable globally.
This provides significant security for corporations relying on arbitration clauses. Additionally, the private nature of arbitration ensures that sensitive commercial information such as financial statements, proprietary technologies, or internal negotiations remains confidential.
24 Nov, 2025
