News & Analysis as of

Fiduciary Duty Earn-Outs

Mintz Edge

Management Carve-Out Plans

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A company may find itself in a position to sell for a variety of reasons: a sale may be necessary to continue its growth, a potential buyer made an offer too good to pass up, or the owners are simply looking towards their...more

Morris James LLP

Post-Closing Earn-Out Claims Dismissed, But Fiduciary Duty Claims Against Former Director Survive

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Neurvana Medical, LLC v Balt USA, LLC, C.A. No. 2019-0034-KSJM (Del. Ch. Feb. 27, 2020). Neurvana Medical, LLC (“Neurvana”) sold a medical device to Balt USA, LLC (“Balt USA”), largely for post-closing consideration if the...more

Morris James LLP

Court Of Chancery Explains Contract Reformation Law In Earn-Out Context

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Glidepath Limited v. Beumer Corporation, C.A. No. 1220-VCL (Del. Ch. June 4, 2018) - This decision addresses two contracting parties’ divergent expectations relating to whether a delayed closing affected the agreement’s...more

Cooley LLP

M&A Team News - January 2016

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Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016....more

Goulston & Storrs PC

What's Market? Update: Delaware Corporate and M&A

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Fee Shifting and Forum Selection Clauses - Much attention has been paid to Delaware legislative developments regarding fee shifting and forum selection clauses. On June 24, 2015, Delaware Governor Jack Markell signed...more

Seyfarth Shaw LLP

Securities and Corporate Governance Litigation Quarterly

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Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Cases: Good Faith, Non-Reliance and Fiduciary Duties

Last week, in American Capital Acquisition Partners, LLC v. LPL Holdings, Inc. (February 3, 2014), the Delaware Court of Chancery, in connection with a disputed earnout provision, allowed a claim for breach of the implied...more

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