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Breach of Contract › Corporate Sales Transactions › Purchase Agreement

Jones Day

Earnouts in M&A Transactions: Recent Decisions From Delaware

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

Robson & Robson, P.C.

Sellers Beware: Sandbaggers Welcomed In Pennsylvania & Delaware

Robson & Robson, P.C. on

Image a home buyer finally finds their dream house. There’s just one problem. During their home inspection, they discover the foundation is cracked. But they buy the house anyway, fully aware of the issues with the...more

Wyrick Robbins Yates & Ponton LLP

Yonder Window Breaks: Earnout Covenants in Acquisitions

Wyrick Robbins Yates & Ponton LLP on

Earnouts, which provide sellers payouts if certain post-closing milestones are reached, have become increasingly popular in recent M&A transactions given today’s uncertain regulatory and financial climate.  Inflation, supply...more

Goulston & Storrs PC

Exclusion of Consequential Damages (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: In 2021, 10% of the merger and acquisition purchase agreements covered by...more

Gray Reed

Delaware Court Provides Clarity Regarding Anti-Bootstrapping Rule

Gray Reed on

On January 27, 2022, in Levy Family Investors, LLC v. Oars + Alps LLC the Delaware Court of Chancery (the “Court”) released a memorandum opinion providing clarity with regard to Delaware’s infamous “Anti-Bootstrapping Rule”...more

Jones Day

Delaware Court Holds That Delaware "Should Be a Pro-Sandbagging Jurisdiction"

Jones Day on

On March 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...more

Farrell Fritz, P.C.

Course Correction: Why “Ordinary Course” Covenants in Acquisition Agreements Should be Drafted Carefully

Farrell Fritz, P.C. on

Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing that forces the target company to take emergency remedial measures outside its ordinary course, even if...more

Farrell Fritz, P.C.

Defendants Get Lit Up by the Court on the Fifth Day of Hanukkah

Farrell Fritz, P.C. on

It’s not often that a lawsuit in the Commercial Division between sophisticated parties to an arm’s-length business transaction warrants a blistering rebuke of the parties by the Court....more

Stinson - Corporate & Securities Law Blog

Minnesota Court Finds Structuring of Sale Transaction Did Not Violate Duty of Good Faith and Fair Dealing

Stinson - Corporate & Securities Law Blog on

The United States District Court for the District of Minnesota decided a case where Plaintiff was a limited partner in an entity where the partnership interests were the subject of a Purchase Agreement entered into by the...more

Goulston & Storrs PC

Exclusion of Consequential Damages

Goulston & Storrs PC on

Market Trends: - What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - April 2021....more

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