-
1.
Identify the main claims shareholders in your jurisdiction may assert against corporations, officers and directors in connection with M&A transactions.
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
2.
For each of the most common claims, what must shareholders in your jurisdiction show to bring a successful suit?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
3.
Do the types of claims that shareholders can bring differ depending on whether the corporations involved in the M&A transaction are publicly traded or privately held?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
4.
Do the types of claims that shareholders can bring differ depending on the form of the transaction?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
5.
Do the types of claims differ depending on whether the transaction involves a negotiated transaction versus a hostile or unsolicited offer?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
6.
Do the types of claims differ depending on whether the loss is suffered by the corporation or by the shareholder?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
7.
Where a loss is suffered directly by individual shareholders in connection with M&A transactions, may they pursue claims on behalf of other similarly situated shareholders?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
8.
Where a loss is suffered by the corporation in connection with an M&A transaction, can shareholders bring derivative litigation on behalf or in the name of the corporation?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
9.
What are the bases for a court to award injunctive or other interim relief to prevent the closing of an M&A transaction? May courts in your jurisdiction enjoin M&A transactions or modify deal terms?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
10.
May defendants seek early dismissal of a shareholder complaint prior to disclosure or discovery?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
11.
Can shareholders bring claims against third-party advisers that assist in M&A transactions?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
12.
Can shareholders in one of the parties bring claims against the counterparties to M&A transactions?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
13.
What impact do the corporation’s constituting documents have on the extent board members or executives can be held liable in connection with M&A transactions?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
14.
Are there any statutory or regulatory provisions in your jurisdiction that limit shareholders’ ability to bring claims against directors and officers in connection with M&A transactions?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
15.
Are there common law rules that impair shareholders’ ability to bring claims against board members or executives in connection with M&A transactions?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
16.
What is the standard for determining whether a board member or executive may be held liable to shareholders in connection with an M&A transaction?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
17.
Does the standard vary depending on the type of transaction at issue?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
18.
Does the standard vary depending on the type of consideration being paid to the seller’s shareholders?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
19.
Does the standard vary if one or more directors or officers have potential conflicts of interest in connection with an M&A transaction?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
20.
Does the standard vary if a controlling shareholder is a party to the transaction or is receiving consideration in connection with the transaction that is not shared rateably with all shareholders?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
21.
Does your jurisdiction impose legal restrictions on a company’s ability to indemnify, or advance the legal fees of, its officers and directors named as defendants?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
22.
Can shareholders challenge particular clauses or terms in M&A transaction documents?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
23.
What impact does a shareholder vote have on M&A litigation in your jurisdiction?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
24.
What role does directors’ and officers’ insurance play in shareholder litigation arising from M&A transactions?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
25.
Who has the burden of proof in an M&A litigation - the shareholders or the board members and officers? Does the burden ever shift?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
26.
Are there pre-litigation tools that enable shareholders to investigate potential claims against board members or executives?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
27.
Are there jurisdictional or other rules limiting where shareholders can bring M&A litigation?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
28.
Does your jurisdiction permit expedited proceedings and discovery in M&A litigation? What are the most common discovery issues that arise?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
29.
How are damages calculated in M&A litigation in your jurisdiction?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
30.
What are the special issues in your jurisdiction with respect to settling shareholder M&A litigation?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
31.
Can third parties bring litigation to break up or stop agreed M&A transactions prior to closing?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
32.
Can third parties in your jurisdiction use litigation to force or pressure corporations to enter into M&A transactions?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
33.
What are the duties and responsibilities of directors in your jurisdiction when the corporation receives an unsolicited or unwanted proposal to enter into an M&A transaction?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
34.
Shareholders aside, what are the most common types of claims asserted by and against counterparties to an M&A transaction?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
35.
How does litigation between the parties to an M&A transaction differ from litigation brought by shareholders?
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us. -
Updates and trends
To read more
sign up for access
or
login here.
In house counsel join for free. Individual practitioners and lawyers may register for a free trial. For information on firmwide subscriptions please contact us.
or take a tour
Australia
Austria
China
France
Germany
Hong Kong
India
Italy
Japan
Netherlands
Switzerland
Turkey
United Kingdom
United StatesFollow Getting the Deal Through for the latest updates on law and regulation worldwide
Follow us on LinkedInGTDT: Market Intelligence provides a unique perspective on evolving legal and regulatory landscapes in major jurisdictions around the world. Through engaging, easily comparable interviews, the series provides the legal profession's thought leaders with a platform for sharing their views on current market conditions and developments in the law.
Market Intelligence offers readers a highly accessible take on the crucial issues of the day and an opportunity to discover more about the people behind the most interesting cases and deals.
View profile
Hogan Lovells is a leading global law firm, with more than 2,500 lawyers and 48 offices in six continents. Since opening in Brazil in 2013, Hogan Lovells has been very active across a number of practice areas, including in M&A, financing transactions, international arbitrations, compliance and investigations.
View more information about Hogan Lovells
Madrid
Paseo de la Castellana 36-3828046
Madrid
Spain T: +34 91 349 82 00
F: +34 91 349 82 01
Testimonials
We have received instruction from foreign counsel recently who found us through the publication
The comprehensive range of guides produced by GTDT provides practitioners with an extremely useful resource when seeking an overview of key areas of law and policy in practice areas or jurisdictions which they may otherwise be unfamiliar with.
My experience with GTDT Online so far has been wonderful. It is so useful when dealing with multijurisdictional legal matters. Two thumbs up for such a great tool and my congratulations to all of you for making my life easier.
Such a database is a fantastic tool to get access to the "basics" of many legal areas, almost everywhere. I do believe that GTDT has a real future and, according to me, it's one of the best legal database I've ever had access to in these last 10 years.
Briefing Signup
Sent approximately once a month, the free GTDT Briefing service alerts you of the latest titles to be published on GTDT Online.
Sign up to be notified of new content
SubscribeFollow Getting the Deal Through for the latest updates on law and regulation worldwide
Follow us on LinkedIn