Parallel ICC arbitration and High Court proceedings following technology business acquisition

Our specialist team acted for Agilisium Consulting LLC and associated parties in parallel ICC arbitration and High Court proceedings arising from the acquisition of a technology business. The matter involved complex disputes concerning shareholder governance, transaction documentation and the interaction between arbitration and court proceedings across multiple forums.

The dispute arose following the sale of shares in a technology company pursuant to a share purchase agreement (SPA) and a related shareholders’ agreement. Following completion of the transaction, disagreements emerged regarding both the balance of the purchase price payable under the SPA and the purchaser’s rights under the shareholders’ agreement.

A central issue in the ICC arbitration concerned the purchaser’s attempt to exercise contractual rights to appoint additional directors to the company’s board. If successful, those appointments would have effectively provided the purchaser with control of the board and significant influence over the management and direction of the business. Our clients opposed those attempts, arguing that unresolved disputes concerning the outstanding purchase price should first be determined before any change in control could take place.

At the same time, related proceedings were commenced in the High Court concerning alleged breaches of the SPA. A key aspect of the dispute was the extent to which the claims advanced through the court proceedings were properly subject to the arbitration provisions contained within the transaction documents. This required careful consideration of the relationship between the arbitration agreement and the parties’ respective contractual rights and obligations.

The proceedings involved a combination of corporate governance issues, contractual interpretation, jurisdictional challenges and strategic procedural considerations. In particular, significant attention was given to whether the ICC tribunal should determine the arbitration under the Expedited Procedure Provisions and whether an expedited determination could assist in resolving issues that overlapped with the High Court litigation.

We coordinated the wider dispute strategy across both forums, ensuring a consistent approach to the factual, legal and commercial issues arising from the transaction. The matter required close management of parallel proceedings, detailed analysis of complex corporate documentation and consideration of competing jurisdictional arguments.

This case highlights our team’s expertise in shareholder and post-acquisition disputes, international arbitration and multi-forum litigation. It demonstrates our ability to advise clients on complex corporate conflicts where arbitration proceedings and court actions intersect, while protecting commercial interests in high-value and strategically important transactions.