Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more
Many contracts for the sale of a company have a provision addressing how the parties should resolve disagreements concerning post-closing adjustments to the sale price. Exactly who is to resolve those disputes (be it an...more