Alberto Predieri to speak at the ABA International Law Section 2026 London Fall Conference

Alberto Predieri, a founding partner of VPB law firm, will speak at the American Bar Association’s International Law Section London Fall Conference 2026, scheduled to take place at Mansion House in London from 23 to 25 September 2026.

The conference brings together over four hundred lawyers from around the world and is one of the most important international events for those practising transnational law.

On Wednesday 23 September, from 4.30 pm to 6.00 pm, Alberto Predieri will take part in the panel:

«Heed Caution When Using Contractual Terms Such as “Best Knowledge”, “Best Efforts” or “Material Adverse Change” Outside the United States».

The panel, organised by the Europe Committee and co-organised by the M&A and Joint Venture Committee, brings together a group of international speakers, including, alongside Alberto Predieri:

• Joerg Rehder, Schiedermair Rechtsanwälte, Frankfurt, Germany, programme chair and speaker;
• Randall A. Hanson, Womble Bond Dickinson, Greensboro, United States, moderator;
• Mark Howard, Charles Russell Speechlys, London, United Kingdom;
• Małgorzata Kiełtyka, Kieltyka Gładkowski Legal, Warsaw, Poland.

The risk of clauses imported from US law

The topic addresses a recurring risk in drafting international M&A agreements.

Many contracts governed by a legal system other than US law incorporate US-style terms (and legal principles), often without considering how those terms are subsequently interpreted in the relevant jurisdiction.

This is true whether the law in question is English law or another European legal system.

This is not purely an academic issue.

Expressions such as “best knowledge” in representations and warranties, “best efforts” in covenants, or “material adverse change” as a condition precedent or in a termination clause originate in US common law and have their own interpretative tradition that does not automatically transfer elsewhere.

In England, for example, the distinction between “best efforts” and “reasonable efforts” has its own case law, distinct from the American one; in civil law jurisdictions, the same expression may lack an established interpretative framework, leaving even greater scope for uncertainty in its application.

Uninformed use of these clauses can lead to litigation or, indeed, to more serious disputes.

“Material adverse change” clauses, in particular, have returned to the forefront in recent years precisely because of the rise in litigation linked to unforeseen macroeconomic events – from the pandemic to supply chain crises – which have prompted many parties to invoke them as grounds for withdrawing from M&A transactions that had already been agreed. The same uncertainty is now arising from factors linked to geopolitical tensions or new tariff measures, making it even more urgent for those drafting these contracts to understand how a clause designed for US law is interpreted by a court or an arbitral tribunal in another jurisdiction.

The practical objectives of the panel

The panel has set itself two practical objectives:

• to compare the use and interpretation of these contractual terms in the United States and in the main European countries, highlighting the most significant differences;
• to provide concrete guidance to those drafting or negotiating M&A agreements intended to have effect across multiple jurisdictions, with the aim of reducing the risk of interpretative ambiguity at the contractual stage, before it becomes a source of dispute.

Alberto Predieri’s participation in this panel is part of VPB’s international practice and M&A transactions, and confirms the firm’s focus on comparative contract law issues that are of interest to practitioners and clients operating across multiple markets.