Disputes that recur
Fee disputes are common. Engagement letters often include tail provisions entitling a bank to a fee if a deal closes within a period after the engagement ends, and parties disagree about whether a later transaction fits that language. Clients sometimes bring claims over advice, including fairness opinions or valuation work, though engagement letters typically limit the bank's role and liability in ways courts often enforce. Underwriters of securities offerings can face investor claims when the offering documents prove misleading. Disputes between banks and their own bankers, including bonus and departure fights, are another category, and many of those are heard in FINRA arbitration rather than court.
Documents that frame the case
The engagement letter and its amendments come first, along with indemnification and limitation-of-liability terms. Pitch books, board presentations, fairness opinion materials, and emails with the deal team often show what the bank was asked to do and what it said. In fee disputes, a timeline of contacts with the eventual buyer, investor, or target is usually central, since the question is often who introduced whom and when. Keep board minutes and internal deal communications intact, and avoid writing new commentary about the bank's performance outside discussions with counsel.
Framing a claim or a defense
Early on we determine the forum, because engagement letters frequently choose New York law and New York courts, while relationships with broker-dealers may point to FINRA. We look at whether the claim sounds in contract, in a duty the bank may have owed, or in securities law, since each carries different standards and defenses. For a bank or advisory boutique facing a claim, the analysis usually begins with the scope language and exculpation provisions. For a client, it begins with whether the bank acted outside the role the letter describes. Either way, the deal timeline tends to matter more than general arguments about what bankers should do.
