M&A Deal Dispute Resolution: Proactive Strategies

Evaluating ADR Alternatives and Crafting Merger Agreements That Minimize Post-Closing Litigation

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, October 21, 2010

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will provide attorneys with an overview of the risks and benefits of using mediation, arbitration or expert determination to resolve M&A deal disputes. The panel will outline strategies for negotiating and drafting key dispute resolution provisions in the merger agreement.


Post-closing disputes are common in merger transactions, often resulting in expensive litigation. In recent years, parties have included dispute resolution provisions in M&A agreements to attempt to resolve disagreements through arbitration, mediation or expert determination rather than lawsuits.

Negotiating dispute resolution terms in merger agreements requires a thoughtful and strategic approach. Parties must evaluate the risks and benefits of the various dispute resolution alternatives, decide which rules will govern the resolution process, and determine the controlling law and venue.

Paying only cursory attention to dispute resolution provisions in merger agreements and/or using boilerplate language can result in ineffective approaches to resolving common post-closing disputes.

Listen as our authoritative panel—including a deal attorney, an M&A litigator and a dispute resolution professional—reviews the latest legal developments in M&A deal dispute resolution. The panel will examine the pros and cons associated with mediation, arbitration and expert determination, and provide strategies for negotiating and drafting key dispute resolution provisions in the merger agreement.



  1. Selecting the dispute resolution method (benefits and risks)
    1. Negotiation
    2. Arbitration
    3. Mediation
    4. Expert determination
  2. Negotiating and crafting dispute resolution procedural provisions
    1. Choice of law
    2. Choice of venue
    3. Interim relief
    4. Specific performance


The panel will review these and other key questions:

  • What are the advantages and disadvantages of using ADR instead of litigation to resolve M&A post-closing disputes?
  • What considerations should counsel take into account when deciding whether to use arbitration, mediation or expert determination as a dispute resolution method?
  • What are some effective practice tips for buyers and sellers counsel when drafting and negotiating dispute resolution provisions in merger agreements?
  • What are some best practices for neutrals evaluating and deciding M&A post-closing disputes?


Catherine B. Nelson
Catherine B. Nelson

Senior Counsel
Foley & Lardner

She focuses her practice on mergers and acquisitions, private equity, corporate finance and general corporate...  |  Read More

Vincent P. (Trace) Schmeltz, III
Vincent P. (Trace) Schmeltz, III

Dewey & LeBoeuf

He practices in the area of complex civil litigation, with an emphasis on securities, mergers and acquisitions...  |  Read More

Kevin D. Kreb
Kevin D. Kreb

He consults with clients regarding the resolution of disputes arising from merger and acquisition transactions,...  |  Read More

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