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Business Litigation Purchase Agreement Contract Terms

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

Farrell Fritz, P.C.

When Faced with Questions of Arbitrability, the Suffolk County Commercial Division Passes the Ball to the Arbitrator

Farrell Fritz, P.C. on

In a recent Commercial Division case, Justice Elizabeth H. Emerson was asked to determine whether certain parties were bound by an arbitration clause and whether that arbitration clause applied to a particular controversy—two...more

Patton Sullivan Brodehl LLP

A Dissolved LLC Can Still Recover Attorney Fees

An LLC Jungle post from last year addressed the issue of whether derivative claims can be pursued for a dissolved LLC.  See: Can Derivative Claims be Pursued for a Dissolved or Cancelled LLC?  The short answer is “yes.”...more

Allen Matkins

Theories Of Successor Liability When Incorporating An Existing Business

Allen Matkins on

How Do I Hold You Liable?  Let Me Count The Ways . . . When the owner(s) incorporate an existing business, the corporation is not necessarily a tabula rasa with respect to the creditors of the business being...more

Farrell Fritz, P.C.

Plaintiffs Cannot Rely on the Doctrine of Anticipatory Repudiation As Plaintiffs Are Already in Material Breach of the Contract

Farrell Fritz, P.C. on

A life lesson you likely heard growing up applies to contracts: take a hard look at yourself before criticizing others. By the same token, a party who is in material breach of a contract cannot succeed on a claim alleging an...more

Farrell Fritz, P.C.

Court Finds Buyer Not Liable for Seller Under Successor Liability Theory

Farrell Fritz, P.C. on

When buying a business, purchasers must take into consideration the possibility of “successor liability” – that is, the buyer’s assumption of the seller’s liabilities and prior conduct upon purchasing a corporation....more

Polsinelli

Missouri Appellate Court Explores Legal Remedies after Failed Business Purchase, Joins the Trend of State Court Exploring the...

Polsinelli on

A recent court case from Missouri’s Eastern District Court of Appeals provides insight on the intersection of declaratory judgments, legal damages, and equitable relief, particularly in disputes over complicated business...more

Polsinelli

Minimizing the Risk of Litigation: Acquisitions

Polsinelli on

In an acquisition, part of a buyer’s goal is to make as informed a decision as possible and to close the deal efficiently and inexpensively. Costly, post-acquisition litigation is the last thing any party to a transaction...more

Patterson Belknap Webb & Tyler LLP

Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an...more

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