News & Analysis as of

Covenant of Good Faith and Fair Dealing Stock Purchase Agreement

Stinson - Corporate & Securities Law Blog

Court Finds Buyer is not Required to Return Cash in Purported “Cash Free, Debt Free” Deal

Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media...more

Morris James LLP

Chancery Orders Trial to Determine Meaning of Ambiguous Post-Closing Covenants in a Stock Purchase Agreement

Morris James LLP on

Schneider Nat’l Carriers, Inc. v. Kuntz, C.A. No. 2017-0711-PAF (Del. Ch. July 16, 2020) - If parties to a contract offer reasonable but conflicting interpretations of ambiguous contractual language, the Court of Chancery...more

Burns & Levinson LLP

Don’t Assume That Closely Related Agreements Will Be Interpreted As One Contract

Burns & Levinson LLP on

In some transactions, such as those involving the acquisition of a business, the deal may be documented through a primary contract and subsidiary agreements that are referenced in, or even attached as Exhibits to, the...more

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