M&A agreements routinely send disputes over earnouts and purchase-price adjustments to an independent accountant, and, as this blog has discussed before, the parties then fight over how much the accountant […]
In Golden Rule Financial Corporation v. Shareholder Representative Services LLC, the Delaware Court of Chancery held that, following a post-merger purchase-price adjustment that benefited the seller, the buyer may still […]
Can a person steal property located in Delaware, and yet a Delaware court lack personal jurisdiction over the thief? For tangible assets like real property or money held in a […]
As we have written about in the past, earnout provisions in M&A agreements are often ways to find value and bridge a buyer’s and seller’s differing expectations of the future. […]
A recent decision from the Delaware Court of Chancery, Gurney-Goldman v. Goldman, C. A. 2023-1124-JTL (July 12, 2024), addressed a matter of first impression: What is the power of an […]
In M&A transaction agreements, contracting parties frequently negotiate a mechanism to make post-closing adjustments to the purchase price — for example, based on calculations of the target company’s working capital […]
I. Overview of Enforceability of Forum Selection Clauses The Delaware Court of Chancery has promoted the use of forum selection clauses in corporate charters since its 2010 opinion In re […]
When an M&A deal closes, is it done? Not always. More and more disputes are arising after closing, which results in lost time and expense for both buyers and sellers […]
Litigants before the Delaware Court of Chancery appreciate that the court scrutinizes its jurisdiction as a court of equity. One recent example, Buescher v. Landsea Homes Corp., focused on two […]
