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Business Litigation Acquisition Agreements 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

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

Stikeman Elliott LLP

Recent Québec Court of Appeal Decision Highlights the Importance of Clear Drafting for Earnouts

Stikeman Elliott LLP on

Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more

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