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Sellers Acquisition Agreements Indemnification Clauses

Goulston & Storrs PC

What's Market: Indemnity Baskets

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In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more

White and Williams LLP

Delaware Court Enforces Strict Compliance With Notice Provisions

White and Williams LLP on

The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more

Jones Day

Delaware Supreme Court Reverses Chancellor's Chicago Bridge Ruling - Authority of Independent Auditor to Resolve Purchase Price...

Jones Day on

In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more

Foley & Lardner LLP

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

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