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Acquisition Agreements Breach of Contract Delaware

Mayer Brown

Delaware Law Alert: Chancery Court Applies Conditional Probability to Calculate Damages in Earnout Dispute

Mayer Brown on

A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals,...more

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

Mayer Brown

Delaware Law Alert: Chancery Court Clarifies Delaware’s Position on Sandbagging and the Use of a Transaction Multiple to Calculate...

Mayer Brown on

AT A GLANCE - The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We...more

A&O Shearman

Delaware Court Of Chancery Dismisses Breach Of Contract Claims Against Buyer, Finding Seller Retained Post-Closing Liability...

A&O Shearman on

On April 3, 2023, Vice Chancellor Nathan A. Cook of the Delaware Chancery Court dismissed the breach of contract claims by one pharmaceutical company (the “Seller”) against another (the “Buyer”) in connection with the Buyer’s...more

Gray Reed

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

Gray Reed on

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more

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