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Clawbacks Merger Agreements

Snell & Wilmer

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

Snell & Wilmer on

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...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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