A recent decision from Delaware highlights the importance of expressly memorializing contracting parties’ understandings and expectations in M&A transactions involving contingent earnout consideration and/or rollover equity...more
A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The decision establishes that a party is within its rights to back out of a deal...more
In a recent ruling, Trusa v. Nepo (Del. Ch. April 13, 2017), consistent with prior case law, Vice Chancellor Montgomery-Reeves of the Delaware Chancery Court held that a creditor cannot bring a derivative action against a...more