Contract Disputes, Acquisition Agreements

Delaware Court of Chancery Allows Amendment of LLC Agreement to Permit Disparate Consideration Where Amendment Provisions Were...

Troutman Pepper Locke on 5/30/2025

In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more

Restrictive Covenants Unenforceable Where Consideration Forfeited

Troutman Pepper Locke on 5/23/2025

In North American Fire Ultimate Holdings, LP v. Alan Doorly, the Delaware Court of Chancery held that the restrictive covenants included in an incentive unit grant agreement were unenforceable when the units received by the...more

How Buy-Sell Agreements Can Help Prevent a Messy Business Divorce

Offit Kurman on 4/21/2025

Just like any kind of relationship, not all business partnerships are built to stand the test of time. They can sour just as easily as a romantic partnership or friendship as vision and long-term goals diverge, financial...more

Sandbagging: A Primer

Herbert Smith Freehills Kramer on 12/7/2022

In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” ...more

Alternative Dispute Resolution Provisions

Goulston & Storrs PC on 3/3/2021

Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published in Bloomberg Law....more

Delaware Weighs in on Reformation of Contract for Misunderstanding as to Earn-Out

White and Williams LLP on 7/9/2018

In the recent case of Glidepath Limited v. Beumer Corporation, the Delaware Court of Chancery considered the case of whether a court could apply equitable principles to reform the dates in a purchase contract for measurement...more