The Best Dispute Is the One That Never Starts.
Where There Is A Deal, There Is A Catch.
Understanding The Catch Helps You Make Better Deals
The Deal Catch is a newsletter published by Anima Dispute Resolution. Each issue tells the story, based on an anonymised but real case, of how a private equity deal or business transfer that looked well-structured on the surface ended up in a dispute, and what it teaches us for drafting and anticipating the next deal more carefully.
Subscribe for free on SubstackThe Deal Catch #1 - A founder sold his company for €359M. Then spent six years trying to take it back
A private equity fund acquires a 52% stake in a medical device company for €359 million. Three years later, the ousted founder tries to force the fund's exit at a price well below what it paid, by invoking a call option whose conditions had not been met.
To find out how this case was resolved and how it could have been avoided, check the link below. Â
Read the Deal Catch #1The Deal Catch #2 - The Deal Catch #2 - They thought their partner was ESG certified - he was self-certified
An infrastructure fund co-invests with a trusted local partner on a public concession project worth over €100 million, relying on ESG certifications that turn out, eighteen months after closing, to be self-issued. An international NGO publishes a field investigation revealing severely degraded social conditions at a subcontractor's site.
To find out how this case was resolved and how it could have been avoided, check the link below. Â
Read the Deal Catch #2The Deal Catch #3 - They filed insolvency proceedings against their own group to make it unsaleable
A fund invests €200 million in a family-owned consumer goods group, with a subordinated shareholder loan mechanism in case of cash shortfalls. Seven years after closing, the family uses those same loans to file insolvency proceedings against the operating company. An emergency interim relief proceeding puts an end to the insolvency proceedings within 14 days.
To find out how this case was resolved and how it could have been avoided, check the link below. Â
Read the Deal Catch #3The Deal Catch #4 - He Created a Competing Business in the Factory With Which He Had Committed Not to Compete
After a family buyout financed by private equity, the eldest son, now majority shareholder, removes the sitting CEO, registers a trademark in his own name, and sets up a manufacturing licence for his own benefit, within the group itself. Lesson: the protective mechanisms built into a shareholders' agreement are only as good as the minority shareholders' willingness to activate them in time.
To find out how this case was resolved and how it could have been avoided, check the link below. Â
Read the Deal Catch #4The Deal Catch #5 - The Deal Catch #5 – Heirs Who Never Signed a Shareholders' Agreement Still Became Its "Majority Shareholder" In A Forced Buyback Worth Over CHF 20 million
mily-owned precision medical device manufacturer brings in a minority investor under a shareholders' agreement that defines the parties by role ("Majority Shareholder"/"Minority Shareholder") rather than by name. On the founder's death, his two children inherit his shares without ever having personally signed the agreement. When the company becomes insolvent and the investor exercises its put right, the Geneva courts find that they collectively formed a simple partnership (société simple), jointly and severally liable for a buyback worth over CHF 20 million.
To find out how this case was resolved and how it could have been avoided, check the link below. Â
Read the Deal Catch #5
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