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Breach of Contract › Contract Terms › Earn-Outs

A&O Shearman

Delaware Chancery Court Grants Partial Judgment On Post-Acquisition Earnout Payments, Finding They Were Not Conditioned On...

A&O Shearman on

On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more

A&O Shearman

Earnout submissions challenged

A&O Shearman on

The High Court has ruled that earn-out calculations, emailed by the buyer to the sellers in relation to a share sale, were not validly communicated. Earnout calculations and notice provisions - Under an earnout provision...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Weighs in on Earnout Provisions in Recent Cases

Cadwalader, Wickersham & Taft LLP on

The Delaware Court of Chancery has weighed in on a number of recent cases interpreting earnout provisions in transactional agreements. The Court has demonstrated a reluctance to rule against seller-plaintiffs during the...more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

Benesch on

A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Stinson - Corporate & Securities Law Blog

Buyer Potentially Liable for Earnout Even Though it had Right to Operate Target in its Discretion

Stinson - Corporate & Securities Law Blog on

In Shareholder Representative Services LLC v Albertsons Companies, Inc., the aggrieved former shareholders of DineInFresh, Inc., d/b/a Plated, sought recovery of earnout consideration from Plated’s acquirer, Defendant,...more

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