BEGIN:VCALENDAR PRODID:-//Session events Calendar//IBA//EN CALSCALE:GREGORIAN VERSION:2.0 BEGIN:VEVENT DTSTAMP:20260407T235551Z DTSTART:20240314T153000Z DTEND:20240314T170000Z SUMMARY:Breakout session 1 – Closing litigation issues: controversies re lated to the use of escrow agreements\, representations and guarantees\, and price adjustment. Mediation and dispute resolution regarding these issues DESCRIPTION:Latin America is commonly perceived to experience lower level s of M&\;A-related litigation than countries in other regions. Howeve r\, not all M&\;A transactions begin and end the same – ie beginning where the buyer approaches the seller and ending when the seller receive s funds and the deal is closed. Indeed\, the perception that litigation is slower is therefore a reason\, but disputes involving participants in M&\;A transactions across the region are common. The panel\, togethe r with those of you who decide to attend\, will explore how the overcrow ding of justice systems in countries around Latin America plays a role i n the lack of M&\;A related litigation. We will also discuss the pref erence by parties to M&\;A deals for arbitration\, rather than domest ic courts or alternative dispute resolution procedures. Although it coul d be said that most disputes are settled through direct conversations be tween principals\, as opposed to formally starting lawsuits or arbitrati on proceedings\, we will also aim to discuss problems between parties wh ere claims are more commonplace and frequently contested or challenged\, including: post-closing indemnification\, purchase price adjustments\, concerns about escrow agreements and possible sums that may be retained. We will not only explore those mechanisms used for funding and securing an indemnity (ie\, escrow agreements)\, but also other mechanisms such as set-offs against future payments (particularly earn-out payments) and a partial holdback of the purchase price. Where applicable and publicly available we will also discuss and explore how tribunals have handled s uch situations.\n LOCATION: UID:a369c404-034b-4349-af82-08bd5c0680fd END:VEVENT END:VCALENDAR