ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
11. Activism 11.1 Shareholder Activism
from such offer could make the directors liable for the target company’s insolvency.
Shareholder activism is not a relevant force in Andor - ra, as most companies are small or medium-sized and they are generally controlled by only a few sharehold - ers and/or are family-owned, with minority sharehold - ers being mostly passive. Exceptionally, minority shareholders who have the power to block certain important decisions (eg, a merger/spin-off of the company) can use it to obtain better financial terms in the planned transaction or a higher dividend before leaving the company. 11.2 Aims of Activists There are no significant examples of activists seeking to encourage companies to enter into M&A transac - tions, spin-offs or major divestitures in Andorra. 11.3 Interference With Completion See 11.1 Shareholder Activism .
10. Litigation 10.1 Frequency of Litigation
M&A transactions in Andorra do not usually lead to lawsuits in the event of disputes between the parties. Such disputes are usually settled out of court in an informal and amicable manner and mainly concern the warranties granted by the parties. 10.2 Stage of Deal In the event of a dispute between the parties, it is most likely to occur in the post-closing phase of the transaction. 10.3 “Broken-Deal” Disputes As already noted, deal-breaking problems do not usu - ally go to court and are settled amicably in Andorra.
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