Many business takeovers are progressing well: the company is transferred, the purchase price is paid and no problems arise. Unfortunately, it is often the case that in one way or another there is indeed a conflict after the business takeover.
In this article we look at what kind of conflicts can arise after a company takeover. In addition, we look at how you can best deal with a conflict after a business takeover.
Impactable risks during business takeover
The chance of a conflict after business takeover is considerably greater when:
- no or insufficient due diligence has been done (including checking of the figures, but also the identification of risks with current contracts);
- no (good) acquisition agreement has been concluded.
With good due diligence and the conclusion of a good agreement to take over the company, many problems can be prevented. It is advisable to involve a good lawyer in this due diligence, who is then also involved in the negotiation of the readmission agreement.
Conflict after company takeover
If the due diligence is well done and a good acquisition agreement has been concluded, then the chance of problems is considerably smaller. Nevertheless, a conflict can still arise. Consider, for example, a situation where:
- the buying party does not pay the purchase price (in full);
- the selling party does not (fully) transfer the business;
- the selling party has given the wrong information;
- the selling party has withheld information;
- both the selling party and the buying party assumed an incorrect assumption;
- despite the existence of a good agreement, discussion arises about (the interpretation of) the agreement;
- there are unforeseen circumstances that cause a conflict.
The conflicts that may arise are also dependent on the type of business transfer. Certainly when it concerns a business takeover that has been shaped by a share transfer, something often goes wrong. After all: just then the entire company is taken over, including all obligations and risks.
Has a conflict after business takeover arisen and do you not come out with the other party? Then it is no superfluous luxury to hire a good lawyer, especially given the high importance that is involved in most business acquisitions. Depending on the precise circumstances, a lawyer can check whether there are possibilities, for example:
- to oblige the other party to comply with the takeover correctly;
- to (temporarily) withhold (part of) the purchase price still to be paid;
- claim compensation;
- to completely (or partially) reverse the business takeover.
Conflict after company takeover – Conclusion
Company takeovers can be a source of conflict. The chance of a conflict after a company takeover is smaller with good due diligence and with a good takeover agreement, but the complete exclusion of conflicts is not possible. This is certainly the case if, for example, the other party does not fulfill its obligations or has withheld information.
Depending on the precise situation, there are often opportunities to get out of the conflict well. Is there any conflict in your case after a business takeover? Contact us, we are happy to assist you in finding a good solution.