This blog dives into a key M&A case from the Delaware Court of Chancery that underscores the importance of earnout clauses in asset acquisition deals. It centers on a $1.7 million acquisition in the data management sector, where the buyer…
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Buyer-Friendly Earnout Provision Shields Buyer from Seller’s Claim
Posted in problems with earnouts Tagged with: acquisition terms in M&A, asset acquisition case, buyer discretion in M&A, buyer-friendly earnout provision, buyer’s interests in acquisitions, Delaware Court of Chancery, earnout clause interpretation, earnout clause protection, M&A case study, M&A legal disputes, M&A legal strategies, Post-closing disputes, protective M&A terms, revenue-based earnouts, Seller Claims, Walmart contract data management
Delaware Court Awards Over $1 Billion in Earnout Dispute Over Surgical Robot Milestones
This blog covers a Delaware Court of Chancery case involving a $1 billion earnout dispute over FDA milestones in the acquisition of a surgical robotics startup. The post highlights key legal issues such as earnout provisions, commercially reasonable efforts obligations,…
Posted in problems with earnouts Tagged with: and corporate fraud in M&A, Commercially reasonable efforts, competing products, Delaware Court of Chancery, earnout dispute, FDA approval, implied covenant of good faith, M&A litigation, Medical device acquisition, merger agreement, post-closing litigation, regulatory milestones, surgical robots, venture-backed startups
M&A Seller Objects to Buyer’s Inclusion of Discretionary Bonuses in Post-Closing Working Capital True-Up
Discover the intricate dynamics of M&A transactions through a recent Delaware Court of Chancery decision that underscores the complexities of working capital adjustments. In a $345 million acquisition, a dispute over the inclusion of discretionary bonuses in post-closing working capital…
Posted in purchase price adjustment, working capital adjustment Tagged with: business acquisition disputes, consumer financial services acquisition, Delaware Court of Chancery, discretionary bonuses, expert determination, independent accountant resolution, Legal Aspects of M&A, M&A agreement disputes, M&A contract language, M&A court decisions, M&A Dispute Resolution, M&A Disputes, M&A legal considerations, M&A transaction legalities, M&A transaction terms, post-closing calculations, post-closing working capital true-up, purchase agreement clarity, purchase price adjustment, real-world M&A cases, working capital adjustments
Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
Delve into the intricate world of M&A earnouts with insights from the landmark Dolce v. WTS International, LLC case. Explore the complexities and risks involved in earnout disputes, including the crucial role of EBITDA calculations. Gain valuable lessons on navigating…
Posted in problems with earnouts Tagged with: Business owners, Business Transactions, Case Study, contract law, Corporate transactions, Delaware Court of Chancery, Dolce v. WTS International LLC, Earnout disputes, EBITDA calculation, Entrepreneurial insights, expert determination, financial scrutiny, industry analysis, legal complexities, Legal Disputes, Legal Precedents, legal proceedings, Litigation, M&A, Mergers and Acquisitions
Navigating Sharing Tax Benefits in M&A: A $1.1 Billion Case Study
Explore the intricacies of sharing tax benefits in M&A through a detailed case study of a $1.1 billion stock acquisition. Learn how the choice between stock and asset acquisition impacts after-tax returns and the resolution of disputes in Darling Ingredients…
Posted in problems with sharing tax benefits Tagged with: $1.1 Billion Case Study, Accounting Firm Resolution, After-Tax Returns, Asset acquisition, Darling Ingredients Inc. v. Smith, Delaware Court of Chancery, Legal Intervention in M&A, Sharing M&A Tax Benefits, stock purchase agreement, Tax Gains in M&A
M&A Asset Buyer’s Liability for Unpaid Invoices: A Legal Case Analysis
Explore the complexities of asset buyer liability in M&A transactions through a legal case analysis. Delve into successor liability and its application in a recent court decision. M&A Stories October 19, 2023 Introduction: In the world of mergers and acquisitions…
Posted in problems with successor liability Tagged with: asset purchase agreement, asset sale, Cleveland-Cliffs Burns Harbor LLC v Boomerang Tube LLC, Corporate continuity, Delaware Court of Chancery, Delaware law, legal case analysis, Legal theories in M&A, Liability for unpaid invoices, M&A asset buyer, M&A transaction, Mere Continuation, Successor entity, successor liability, Unpaid invoice collection, Vendor's lawsuit
DELAWARE COURT RULES AGAINST MEDICAL DEVICE SELLERS’ EARNOUT CLAIM
The Delaware Court of Chancery holds that the buyer of the medical device used “good faith” and “commercially best efforts” to commercialize the sellers’ medical device. M&A Stories September 29, 2022 Introduction In a recent case, the Delaware Court of…
Posted in problems with earnouts Tagged with: Commercialization efforts, Commercially best efforts, Contingent payment structure, Delaware Court of Chancery, Discontinuation of development, Earn-out payments, Earnout claim, Good faith, Legal dispute, M&A legal, Medical device sellers, Milestone payments, Patient safety concerns, Product development challenges, Verdict
$1.1 BILLION HOSPITAL DEAL LEADS TO $27.7 MILLION DISPUTE IN DELAWARE COURT
The buyer gives technical arguments to the court to justify its refusal to pay to the seller its share of funds it received from a state of Florida program designed to compensate hospitals for providing treatment to Medicaid patients at…
Posted in problem with prorations Tagged with: $1.1 billion hospital deal, $27.7 million proration dispute, Delaware Court of Chancery, Florida hospital acquisition, Indemnification claims, Legal dispute, M&A, Medicaid patients, Steward Health Care System v. Tenet Business Services Corp., Transition services agreement
DELAWARE FORUM SELECTION CLAUSE BINDS SELLER SUBSIDIARY IN ACQUISITION DISPUTE
Delaware Court of Chancery holds that the seller subsidiary, a party to a take-or-pay supply agreement with the target, is subject to the stock purchase agreement Delaware forum selection clause, even though it was not a party to the SPA.…
Posted in enforce against nonparty, forum selection clause Tagged with: Acquisition dispute. Seller subsidiary, Delaware Court of Chancery, Delaware court ruling, Delaware jurisdiction, Florida Chemical Company v. Flotek Industries, Forum selection clause, M&A legal blog, stock purchase agreement, Take-or-pay supply agreement
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