On February 23, 2024, the Delaware Court of Chancery issued a decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. emphasizing the primacy of the board of directors’ responsibility to manage a Delaware...more
Overview-
Earnout provisions give sellers of a company rights to additional consideration if the acquired business achieves certain financial goals or specified milestones post-closing. Earnouts are often used to bridge...more
With the growing uncertainty surrounding the economic impacts of the COVID-19 pandemic, buyers may seek to revisit pending M&A transactions. Material Adverse Change or Material Adverse Effect (MAC) clauses in transaction...more