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Merger Agreements Pre-Closing Issues

Stikeman Elliott LLP

Recent Québec Court of Appeal Decision Highlights the Importance of Clear Drafting for Earnouts

Stikeman Elliott LLP on

Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more

Stinson - Corporate & Securities Law Blog

Pre-Closing Dividend Did Not Violate Appraisal Rights Statute

In Re GGP, Inc. Stockholder Litigation arose out of a case where Brookfield Property Partners, L.P. and its affiliates acquired GGP.  The merger agreement provided upon approval of a majority of the GGP stock unaffiliated...more

Skadden, Arps, Slate, Meagher & Flom LLP

Examining Corwin: Latest Trends and Results

The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 fashioned a powerful defense in post-closing money damages cases for boards of directors by finding that business judgment deference applies...more

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