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Foley Hoag LLP

Delaware Chancery Court Concludes Indemnification and Other Provisions of a Merger Agreement Are Not Enforceable Against...

Foley Hoag LLP on

In November, the Delaware Court of Chancery issued a decision that raises troubling questions about commonly used techniques in private company acquisitions and that, if not modified on appeal or through legislation, could...more

K&L Gates LLP

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

K&L Gates LLP on

In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more

Goodwin

Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

Goodwin on

The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...more

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