Post-M&A energy arbitration – alleged breach of information warranties & earn-out claim
Partner Hallvard Gilje Aarseth (H), managing associate Michael F. Decker and senior lawyer Christopher Huitfeldt, successfully defended an energy-industry client in international arbitration proceedings which reached a final decision in mid-2023. Through a share purchase agreement, our client had sold a company that was engaged in project-based work as a major service provider in the energy industry.
After the transaction was concluded, a very large project being handled by the company ended up significantly less profitable than originally expected. The buyer then sued our client for several hundred million NOK for breach of information warranties given in connection with the transaction process. After a hearing in June 2023, the arbitral tribunal ruled completely in our client's favour, dismissing the claim and also awarding our client its case costs.
The parties had also agreed to share the income from this same project through an earn-out clause in the share purchase agreement. The buyer took the position that no money was owed under the earn-out clause. Outside of the arbitration proceedings, we succeeded in assisting our client to obtain a further recovery from the buyer in connection with this earn-out agreement.
ICC arbitration – life sciences
Schjødt obtained a landmark arbitration award in favour of one of our Life Sciences clients in mid-2023. The award dealt with a complex technical Life Sciences product development project.
The tribunal in this ICC-administered case unanimously set aside an agreed global liability cap, based on the standard of unreasonableness under the Norwegian Contracts Act Section 36 and the duty of loyalty. Accordingly, our client was awarded a substantial nine-digit NOK amount in compensation plus legal costs in this unprecedented award.
Schjødt's team consisted of our Head of Life Sciences Knut Sverre Skurdal Andresen, together with senior lawyer Christopher Huitfeldt and senior associate Sjur Løbø Solhaug.
Post-M&A energy arbitration
Partner Per M. Ristvedt (H), managing associate Michael F. Decker, and associate Sandra Ulleland are currently representing an energy-industry client in ongoing international arbitration proceedings. Earlier, our client had entered a share purchase agreement to sell a particular project that was under development, with the final purchase price being determined in part based on certain subsequent events and circumstances.
When it came time to calculate the final purchase price, our client and the counterparty were in a disagreement over what the final purchase price should be, with positions leading to an overall dispute of several hundred million NOK. The arbitral tribunal's decision after the hearing is expected soon.
Post-M&A construction arbitration
Managing associate Michael F. Decker successfully represented a private equity client investing in the construction industry in arbitration proceedings in connection with a warranty claim under a share purchase agreement. Schjødt's client had acquired a company with, among other things, a warranty protecting our client from undisclosed disputes against the target company.
Our client subsequently discovered that there had in fact been an ongoing dispute against the target which the buyer had failed to adequately inform about, and which led to our client having to make a substantial payout. The warranty & indemnity insurer for the transaction repeatedly denied our client reimbursement of this payout in response to an insurance claim. Schjødt therefore initiated arbitration proceedings on behalf of our client and ultimately helped them to obtain essentially the full claimed amount in a settlement agreement. The case was concluded in early 2023.