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Shareholder & Boardroom Disputes

Corporate Governance is one of the main sources of disputes among shareholders or between them and the board of directors. With the protection of minority rights increasingly becoming an important issue, differences between the relevant stakeholders may quickly escalate and trigger arbitration or litigation. These cases typically involve differences with respect to board policies or actions, board composition, opposition to company policies or decisions (such as a decision to merge or acquire another company), general misunderstandings with respect to the company’s direction, lack of communication or, simply, different styles of doing business altogether, which in case of a Joint Venture or Partnership may also result in deadlock and the activation of exit mechanisms, and the consequent termination of the partnership or association.

The resolution of corporate disputes lies at the core of Ruiz – Silva’s practice. We have significant experience in cases involving disputes under joint venture and shareholders’ agreements, family protocols, memorandums of understanding and company by-laws. In the conference room or in the courtroom, we specialize in resolving complex shareholder and partnership battles.

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Post M&A Arbitration and Litigation

Most M&A disputes arise at the post-closing stage. These typically involve alleged breaches to representations or warranties – including tax, environmental or regulatory warranties – under the relevant agreement (SPA or otherwise). Indemnity-based claims and accounting matters are also recurring issues.

A thorough understanding of corporate transactions and finance is not only required for accurately counseling in M&A disputes, it is also vital for properly resolving differences that arise out of earn-out clauses, purchase price adjustments and other complex provisions that require significant experience in calculation methods.

Our expertise in handling post-closing disputes places us at the forefront of M&A dispute resolution.

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Corporate Governance Consulting

Most companies are bound to experience corporate governance disputes at some point in their existence. If not managed timely and properly, they can undermine the board’s effectiveness and, ultimately, the company’s performance.

In addition to our work in corporate governance disputes, we also routinely advise companies in the implementation of dispute resolution mechanisms within the board of directors or family council. While necessary in virtually any company, these mechanisms are especially important for preventing conflict in family owned companies, allowing them to fully achieve institutionalization through the successful implementation of corporate best practices.

These mechanisms may involve setting up special committees within the board of directors and/or conflict resolution provisions in shareholder agreements and family protocols. Whether implementing such mechanisms and/or acting as a member of a dispute resolution committee, we are equipped to help companies effectively and efficiently address conflict amicably and constructively.

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Complex Commercial Cases (Sales, Distribution, IP)

We are particularly skilled in arbitrating and counseling parties to disputes under international sale, distribution and franchise agreements, in cases involving conflict with respect to exclusivity provisions, performance requirements (e.g., sales/purchase volumes), delivery of non-conforming products, etc. We regularly arbitrate or appear in cases under the Convention for the International Sale of Goods (CISG) and the UNIDROIT Principles of International Commercial Contracts.

Our partner Gustavo Llorenz has substantial experience in handling complex domestic and international cases related to the coalesced rights in copyright, trademark, and trade secrets that dervive from disputes or the enforcement of intelectual and industrial property rights of our clients.

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Energy and Infrastructure Disputes

As economies are increasingly relying more and more on renewable energy sources, and with emerging markets opening the sector to private and foreign investment for the infrastructure required, albeit keeping tight regulatory requirements, it is not uncommon for complex, high value claims to arise between the relevant players.

We have acted in cases involving onshore and offshore drilling contracts, construction and infrastructure contracts, services agreements, gas purchase and sale contracts, etc. Typical claims include those relating to purchase price adjustments, take or pay provisions, drilling obligations, force majeure provisions, delay and acceleration claims in the context of commercial contracts, among others.