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Breach of Contract › Shareholders › Earn-Outs

Mayer Brown

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

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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

A&O Shearman

Earnout submissions challenged

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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

Vinson & Elkins LLP

Series of Delaware Court of Chancery Decisions Highlights Importance of Earnout Drafting

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In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more

Goodwin

Life Sciences Licensing and M&A Update: Catching Up on Recent Decisions Affecting Commercially Reasonable Efforts Definitions and...

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Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more

White & Case LLP

Notable decisions from Delaware courts

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Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

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