1. International Corporate Law Washington D.C. | Pre Closing Withdrawal and Arbitration Strategy
The client had entered into a Share Purchase Agreement (SPA) with an overseas investor for the sale of 100% of the target company’s shares.
As both parties advanced toward closing, the buyer abruptly invoked a Material Adverse Change (MAC) clause and terminated the SPA.
The seller initiated international arbitration seeking damages and contractual penalties.
Assessing MAC Allegations and Transactional Risk
The legal team conducted a structured evaluation of the buyer’s MAC claim, grounding the analysis in international corporate law principles commonly applied in M&A arbitration.
ㆍA review of financial and technical documents confirmed no material deterioration from the conditions disclosed at signing.
ㆍIndustry volatility indicators demonstrated that market fluctuations cited by the buyer fell within the reasonable risk spectrum allocated to the buyer under the SPA.
ㆍPrecedents involving MAC clauses showed that arbitral tribunals rarely accept MAC allegations absent severe operational impairment.
The team ultimately established that no event had occurred that could reasonably frustrate the transaction’s purpose or constitute a true material adverse effect.
Arbitration Clause Interpretation and Procedural Control
Prior to filing the Request for Arbitration, the attorneys analyzed the SPA’s arbitration clause to determine tribunal appointment procedures, governing law, and seat of arbitration. This prevented unnecessary procedural objections and secured a stable foundation for the arbitration.
During early case management conferences, counsel focused on shaping the procedural timetable, limiting irrelevant disclosure requests, and defining expert evidence scope.
This procedural precision allowed the client to control the narrative and reduce unnecessary cost escalation.
2. International Corporate Law Washington D.C. | Managing Evidence and Expert Testimony
Because the central issue concerned alleged technological risks and financial deterioration, the arbitration required technical and economic substantiation.
The legal team assembled qualified experts whose analyses aligned with market expectations and industry norms.
Technical and Financial Expert Review Supporting the Claim
Expert reports provided clear evidence showing that the target company’s technological portfolio had not materially changed, that no structural defects existed which could compromise its long term operability, and that its financial indicators remained consistent with pre closing projections.
Taken together, these findings reinforced the position that the buyer’s termination was not a good faith assessment of contractual risk under the SPA but rather a retrospective reinterpretation aimed at avoiding the transaction.
Cross Examination Strategy Undermining Buyer’s Assertions
At the hearing stage, counsel conducted a targeted cross examination of the buyer’s experts.
ㆍInconsistencies were exposed between their risk models and accepted industry benchmarks.
ㆍCommunication records demonstrated the buyer’s independent strategic motives unrelated to the alleged MAC events.
ㆍEvidence confirmed that all material information had been disclosed at signing.
The tribunal acknowledged these issues, signaling significant skepticism toward the buyer’s position.
3. International Corporate Law Washington D.C. | Settlement Dynamics Before Final Award
As the arbitration progressed and evidence weighed against the buyer, settlement discussions began.
The buyer recognized the increasing difficulty of establishing a valid MAC event, the potential enforceability of an adverse award, and the escalating costs of continuing the proceeding.
Securing a High Value Settlement Through Structured Negotiation
Through confidential negotiations supervised by counsel, the parties reached an agreement that:
ㆍrequired the buyer to pay substantial liquidated damages and compensation
ㆍallowed the seller to avoid prolonged disclosure of sensitive commercial information
ㆍeliminated the uncertainties associated with obtaining and enforcing a final award
The case concluded without further proceedings, allowing the client to preserve operational stability and prevent long term business disruption.
4. International Corporate Law Washington D.C. | Comprehensive Support for Cross Border Disputes
International arbitration involving M&A agreements requires integrated expertise across contract law, financial analysis, and regulatory considerations.
The firm’s interdisciplinary team provides full spectrum representation for companies facing similar disputes.
End to End Advisory in Complex International Transactions
The legal team includes corporate attorneys, international arbitration specialists, economists, and technical experts who coordinate to:
ㆍstructure dispute resistant M&A contracts
ㆍanalyze risk allocation provisions such as MAC clauses
ㆍimplement fast response strategies when a counterparty attempts to terminate a deal
ㆍguide companies through enforcement ready arbitration proceedings
Companies navigating international corporate law challenges can obtain early strategic consultation to protect their commercial interests.
05 Dec, 2025
