The Delaware Supreme Court recently issued a significant decision in Thompson Street Capital Partners IV, L.P. v. Sonova United States Hearing Instruments, LLC, clarifying the importance of strict compliance with...more
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Indemnity escrows are consistently seen in about two-thirds or more of...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: The use of separate escrows for purchase price adjustments has been...more
The ABA Private Target Mergers & Acquisitions Deal Points Study is published on a bi-annual basis. The 2021 Deal Points Study (the “Study”) analyzed 123 publicly available purchase agreements executed and closed in 2020 and...more
In Houseman et al v. Sagerman et al the Plaintiffs challenged the enforceability of the indemnification provisions in a merger agreement amongst other things. The Merger Agreement provided for an indemnification escrow....more