News & Analysis as of

Contract Disputes Acquisition Agreements

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

Stinson - Corporate & Securities Law Blog

Court Invalidates Indemnification Claim for Failure to Comply with Dispute Resolution Provisions

Halinski v. ADS Grp. Acquisition, LLC (Del. Ch. (7/25) discusses the propriety of indemnification claims.  The relevant SPA deferred payment of a $4,439,000 Tax Holdback to cover certain possible post-closing tax liabilities....more

McGinnis Lochridge

"Void" Means Void: How Missing Consent Toppled a $2.5 Million Pipeline Judgment

McGinnis Lochridge on

The Tyler Court of Appeals reversed a $2.5 million judgment against pipeline successors (Coffeyville Resources Crude Transportation, LLC v. ExxonMobil Pipeline Co., No. 12-23-00276-CV, 2025 WL 356222 [Tex. App.—Tyler Jan. 31,...more

Fox Rothschild LLP

Update: FAR 2.0 Parts 18, 39, and 43 Released

Fox Rothschild LLP on

The Trump Administration, through the Office of Federal Procurement Policy, has revealed the next set of revised Federal Acquisition Regulation (FAR) sections as part of the Revolutionary FAR Overhaul (RFO): FAR Parts 18, 39,...more

Troutman Pepper Locke

Delaware Court of Chancery Allows Amendment of LLC Agreement to Permit Disparate Consideration Where Amendment Provisions Were...

Troutman Pepper Locke on

In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more

Troutman Pepper Locke

Restrictive Covenants Unenforceable Where Consideration Forfeited

Troutman Pepper Locke on

In North American Fire Ultimate Holdings, LP v. Alan Doorly, the Delaware Court of Chancery held that the restrictive covenants included in an incentive unit grant agreement were unenforceable when the units received by the...more

Offit Kurman

How Buy-Sell Agreements Can Help Prevent a Messy Business Divorce

Offit Kurman on

Just like any kind of relationship, not all business partnerships are built to stand the test of time. They can sour just as easily as a romantic partnership or friendship as vision and long-term goals diverge, financial...more

Herbert Smith Freehills Kramer

Sandbagging: A Primer

In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” ...more

Goulston & Storrs PC

Alternative Dispute Resolution Provisions

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....more

White and Williams LLP

Delaware Weighs in on Reformation of Contract for Misunderstanding as to Earn-Out

In the recent case of Glidepath Limited v. Beumer Corporation, the Delaware Court of Chancery considered the case of whether a court could apply equitable principles to reform the dates in a purchase contract for measurement...more

10 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide