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04 June 2021 / article

Quoted - Expedited proceedings in takeover processes

This edition of Quoted discusses the relevant differences between inquiry proceedings and summary proceedings as a means of initiating expedited proceedings in takeover processes. Such expedited proceedings can intervene in the obligations of parties or the governance of the company. In this way, unnecessary value destruction can be avoided.

Genoteerd - Spoedprocedures in overnameprocessen

Complex acquisitions can lead to complex disputes. These disputes often arise after the takeover process has been completed, for example, when it appears that certain warranties have been breached, an indemnity claim is not being honoured or a disagreement arises about (the amount of) leakage or an earn-out. In such cases, the parties can usually fall back on contractual agreements laying down dispute resolution mechanics.

However, disputes can also arise before the takeover process is completed. It is precisely in such cases that rapid action is often required to prevent irreversible consequences. Where appropriate, the parties may choose to obtain injunctive relief in (urgent) inquiry proceedings or in summary proceedings, which may intervene in the obligations of the parties or the governance of the company.

This edition of Quoted addresses, partly on the basis of notable precedents, the relevant differences between inquiry proceedings and summary proceedings as a means of initiating expedited proceedings in takeover processes.

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