In a March 9, 2022, opinion, the Delaware Chancery Court examined a seller’s argument that the buyer in an asset purchase agreement was prohibited from asserting claims for contractual breach of representations in the...more
Buyers, sellers, their counsel and other advisers sometimes give short shrift to post-closing adjustment provisions in M&A deals; however, it’s important to make sure that language and calculation methods are clear and don’t...more
In a recent case examining a purchase agreement’s post-closing purchase price adjustment provision, the Delaware Supreme Court held that the agreement demanded that the provision be applied correctly when determining the...more