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ARTICLE · 23 SEPTEMBER 2020

Sandbagging In Irish Share Purchase Agreements

Mason Hayes & Curran LLP
Mason Hayes & Curran LLP
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Technology transactions involving international acquirers of Irish companies have continued apace during 2020. We review a number of English and US court decisions which provide guidance on...

GlobalCorporate/Commercial Law
Robert Dickson
Robert Dickson
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Technology transactions involving international acquirers of Irish companies have continued apace during 2020. We review a number of English and US court decisions which provide guidance on instances of 'sandbagging' in purchases of Irish companies.

What is 'sandbagging'?

'Sandbagging', in the context of Irish law share purchase agreements, refers to a scenario in which the buyer has knowledge of a given potential liability, but has the ability, in spite of that knowledge, to bring a claim against the seller for breach of that warranty following completion.

If a buyer of shares in a company knows about a given issue or liability related to the company when the deal completes, it is currently unclear whether the buyer can  legitimately bring a claim for breach of warranty following completion. This uncertainty remains whether or not the SPA includes provisions specifically setting out whether the buyer can successfully claim against the seller in the event that

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