£1.2bn contested acquisition dispute
A warranty and completion accounts dispute following a large cross-border acquisition was resolved through negotiated settlement, preserving an ongoing commercial relationship.
Client Challenge
Following completion of a £1.2bn cross-border acquisition, our client — the buyer — identified material discrepancies between the completion accounts and the financial position warranted at signing. The seller disputed the discrepancies were material, and the two parties remained joint counterparties on an unrelated supply arrangement that neither wished to disturb.
Legal Strategy
Thomas Ashworth-Lee and Robert Fenwick-Hart built a strategy around establishing the scale of the discrepancy through independent forensic accounting before any position was taken publicly, ensuring the client's negotiating position was backed by evidence robust enough to support litigation if a negotiated outcome proved impossible — while treating that outcome as the objective throughout.
Turning Point
Once the forensic accounting evidence was shared under a confidentiality arrangement, the seller's own advisers privately acknowledged the completion accounts contained a genuine, if unintentional, error — shifting the conversation from a dispute about liability to a negotiation about quantum.
A settlement was reached before either party filed proceedings, recovering a substantial adjustment to the purchase price for our client without the eighteen-month delay a trial would likely have required.
Business Impact
The resolution preserved the buyer's ongoing commercial relationship with the seller under their separate supply arrangement — a relationship that would likely have been damaged by contested litigation — while still securing meaningful financial recovery.
Who worked this matter.
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Partner, Corporate Disputes
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