In the current economic climate, the appetite of purchasing parties to take on risk in an M&A transaction has greatly decreased. At the same time, sellers remain under intense pressure to contain outstanding liabilities, and...more
In this memorandum opinion, the Court of Chancery granted the plaintiff’s motion for partial summary judgment as to the withholding of escrowed funds, reasoning that the defendants did not have a pending claim that could...more
On April 10, 2014, Jessica Rich, Director of the FTC’s Bureau of Consumer Protection, wrote a letter to both Facebook, Inc. and WhatsApp Inc. warning the companies that the FTC expects both companies to honor the privacy...more
A team of trial attorneys from Brownstein Hyatt Farber Schreck recently won a significant trial victory stemming from the acquisition of a company by a Brownstein client. The dispute raised questions about the obligations of...more
A recent decision by the Court of Chancery of Delaware provides a reason to pause before agreeing to standard, boilerplate “material adverse change” clauses in purchase agreements. In Osram Sylvania, Inc. v. Townsend...more
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
In this opinion granting in part and denying in part a motion to dismiss counterclaims, the Court of Chancery held that the parties to a stock purchase agreement (“SPA”) had contractually agreed to shorten to one year the...more
Contractual representations and warranties are often grouped together, referred to in shorthand as “reps and warranties.” The differences between the two concepts are often forgotten, but the distinction is important: a...more
The Delaware Court of Chancery recently upheld a buyer’s claim that a seller fraudulently and actively concealed material information, even though the buyer had agreed to an exculpation clause in the stock purchase agreement...more
Investment funds that invest globally must deal with volatility in the currency in which they agree to invest. Investment funds entering into obligations to purchase stock in a currency other than the primary currency of the...more
Originally published in SRR, on October 1, 2011.
Government statistics estimate that approximately every eight seconds another individual born during the baby-boomer generation passes the age of 55 – one step closer to...more
Premier, Inc. v. Peterson, 2012 NCBC 59, decided last Friday by Judge Murphy, turned on a strict application of the parol evidence rule.
At issue was whether the defendants were entitled to a substantial earn-out payment...more
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