Contract Terms, Merger Agreements, Implied Covenants

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

Choose Your Words Carefully: Three Recent Earnout Cases Under Delaware Law

Stikeman Elliott LLP on 11/9/2023

When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more

The Basics: Implied Covenant of Good Faith and Fair Dealing Under Delaware Law

Hicks Johnson on 8/10/2022

Under Delaware law, the implied covenant of good faith and fair dealing attaches to every contract by operation of law and is best understood as an implied term. The purpose of the doctrine is to ensure that parties deal...more

Court of Chancery Holds That Exclusive Remedy Provisions Alone Are Not Enough To Bar Fraud Claims Based On Extra-Contractual...

Morris James LLP on 3/28/2022

Fortis Advisors LLC v. Johnson & Johnson, C.A. No. 2020-0881-LLW(Del. Ch. Dec. 13, 2021) - Delaware public policy respects freedom of contract, but it is also intolerant of fraud. These dueling policy aims are often pitted...more

Left in the Cold: Terminating Merger Agreement that Eliminates Liability for Post-Termination Claims Means What It Says

Gray Reed on 12/22/2021

The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to...more

Delaware Court of Chancery Holds That ‘Effect of Termination’ Provision Bars Party Who Terminated Merger Agreement From Also...

Herbert Smith Freehills Kramer on 10/12/2021

In its recent decision in Yatra Online, Inc. v. Ebix, Inc., Case No. 2020-0444-JRS, 2021 WL 3855514 (Del. Ch. Aug. 30, 2021) (Slights, V.C.), the Delaware Court of Chancery dismissed plaintiff’s breach of contract and other...more