Earn-Outs

News & Analysis as of

Delaware Court Allows Claims For Breach Of Implied Good Faith Covenant In Earn-Out Case

A recent Delaware Chancery Court opinion in American Capital Acquisition Partners, LLC, et. al. v. LPL Holdings, Inc., et.al. held that a seller’s claim that its buyer diverted opportunities from the acquired business to a...more

Delaware Cases: Good Faith, Non-Reliance and Fiduciary Duties

Last week, in American Capital Acquisition Partners, LLC v. LPL Holdings, Inc. (February 3, 2014), the Delaware Court of Chancery, in connection with a disputed earnout provision, allowed a claim for breach of the implied...more

ABA’s 2013 Private Target Mergers & Acquisitions Deal Points Study: Financial Deal Points

Recently, the 2013 Private Target Mergers & Acquisitions Deal Points Study was finalized by the M&A Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association. This bi-annual study,...more

Delaware Supreme Court applies ‘reasonable conceivability’ standard and addresses earn-out and indemnification provisions

Last month, in Winshall v. Viacom International, the Delaware Supreme Court applied the “reasonable conceivability” standard to a motion to dismiss and addressed the earn-out and indemnification provisions in a merger...more

Winshall v. Viacom Int’l Inc., C.A. No. No. 39, 2013 (Del. Oct 7, 2013)

In this opinion, the Supreme Court of the State of Delaware affirmed the Court of Chancery’s judgment granting the defendants’ motion to dismiss for failure to state a claim upon which relief can be granted, rejecting a claim...more

Earn-Out Arrangements – Interview with David Lagasse, Member, Mintz Levin [Video]

Attorney David Lagasse, Member of Mintz Levin's Employment, Labor & Benefits Practice, talks about the use of an earn-out arrangement as a way to resolve disagreements between buyers and sellers regarding the value of a...more

The Owner’s Manual - Winter 2013

In This Issue: Introduction; Partnering with Private Equity Firms; Beyond Bank Borrowing: Mezzanine Funds & Growth Captial; The Auction Block: Finding the Right Buyer for Your Company; First Steps: “Don’t Let Your Exit...more

Recent Compensation Trends In Mergers And Acquisitions And Section 409a

This article discusses the traps for the unwary created by Section 409A of the Internal Revenue Code (“Section 409A”) with respect to current trends in change-in-control compensation for public company executives and the...more

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