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Acquisition Agreements Breach of Contract Business Disputes

Jones Day

Earnouts in M&A Transactions: Recent Decisions From Delaware

Jones Day on

In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more

Stikeman Elliott LLP

Limitations on Good Faith Damages: No Presumption of Loss for Breach of Honest Performance

Stikeman Elliott LLP on

In Bhatnagar v. Cresco Labs Inc., 2023 ONCA 401, the Ontario Court of Appeal elaborated on the Supreme Court’s decision in C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (“Callow”) and clarified that a breach of the contractual...more

Carlton Fields

The Perils of Using Baseball Arbitration to Resolve RWI Policy Disputes

Carlton Fields on

In the world of M&A and private equity deals, buyer-side representation and warranties insurance (RWI) transfers the risk of a seller’s representation to an insurer. To adequately safeguard the insurer, it therefore becomes...more

Carlton Fields

Value Claim: Non-Recurring Impact of Unknown Business or Operational Issue

Carlton Fields on

RWI valuation claims often arise from a breach of financial statement representation and warranties where the buyer asserts that the transaction was over-valued because prior earnings, on which the purchase price was based,...more

Carlton Fields

Breach vs. Loss

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Does a seller’s breach of representations and warranties in a merger and acquisition (M&A) transaction automatically entitle the buyer to compensation?...more

Carlton Fields

RWI Claims That Keep You Up at Night

Carlton Fields on

No One Likes a Bad Deal- Sometimes an acquired company’s revenues and earnings decline substantially following an acquisition. The investment is worth less to the new owner and the reputations of the deal team that...more

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