News & Analysis as of

Stock Purchase Agreement Contract Drafting

Troutman Pepper

Expert Determination or Arbitration? The Delaware Court of Chancery Clarifies That Labels Are Not Dispositive

Troutman Pepper on

Purchase agreements customarily contain provisions for resolving certain disputes by referring them to a third-party neutral decision-maker outside of litigation. For example, disputes over purchase price adjustments are...more

Gray Reed

Delaware Superior Court Holds Indemnification Provision Does Not Cover First-Party Claims for Legal Fees

Gray Reed on

In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are...more

Goulston & Storrs PC

Trends in M&A Provisions: Indemnity Caps

Goulston & Storrs PC on

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

Dechert LLP

Global Private Equity Newsletter - Spring 2017 Edition: Like Bigfoot, a Clear and Settled Definition of “Consequential Damages”...

Dechert LLP on

A recent decision from the Delaware Chancery Court adds a twenty-first century interpretation to the common law doctrine of consequential damages which has roots reaching back to English contract law. This decision highlights...more

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