Mark S. Baldwin, Partner in Brown Rudnick’s Litigation & Arbitration Practice Group, was featured in “M&A Disputes and Litigation,” published in the September 2021 edition of Corporate Disputes magazine.

In the Q&A, Mark reflects on the impact of COVID-19 on M&A disputes, the factors driving these disputes, and what’s ahead in the months to come, as well as guidance for companies moving through the M&A process.

M&A disputes in the past year, as noted by Mark, “related, in large part, to whether the seller had violated either the ‘material adverse effect’…or the ‘ordinary course of business’ covenant typically contained in purchase agreements.” As a result of these and other business interruptions wrought by COVID-19, “there is a new focus on whether the buyer or seller assumes the risks associated with negative changes to a company’s operations before the closing.”

To avoid litigation, Mark proposes that both the buyer and seller need to get “on the same page” – meaning that the seller must disclose all material facts and the buyer needs to conduct complete and thorough due diligence.

Mark focuses his practice on complex commercial, corporate, and environmental litigation, representing some of the country’s largest corporations and financial institutions against class action claims and shareholder derivative suits. Additionally, Mark has significant experience in representing private equity firms and their portfolio companies on matters concerning securities fraud, contractual indemnification claims, earn-outs, post-closing adjustments, escrow disputes, customer disputes, and environmental issues.

Corporate Disputes is an e-magazine dedicated to the latest developments in corporate and commercial and commercial disputes.

Read the full Q&A here.