M&A Disputes

Most acquisition disputes surface after completion, when the buyer discovers that the business is not what the disclosure documents described. By then the purchase price has been paid and the leverage has shifted.

Wise Counsel acts for buyers and sellers in post-completion disputes arising from share and asset acquisitions in Vietnam, including warranty claims, price adjustment disagreements and allegations of misrepresentation.

What we help with

• Warranty and indemnity claims under the share or asset purchase agreement
• Disputes over completion accounts, working capital and price adjustment mechanisms
• Earn-out disputes and disagreements over post-closing performance targets
• Misrepresentation and non-disclosure claims arising from due diligence
• Disputes over conditions precedent and failure to complete
• Claims arising from restrictive covenants and non-compete undertakings given by sellers
• Disputes over escrow release and retention amounts
• Regulatory issues discovered post-completion, including licensing and tax exposure
• Representation before Vietnamese courts and arbitral tribunals, including foreign-seated arbitration

The strength of a post-completion claim is usually decided during due diligence and drafting. We act in disputes, and we also advise buyers on how to preserve their remedies before signing.