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,…
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Delaware Court Awards Over $1 Billion in Earnout Dispute Over Surgical Robot Milestones
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’s $17M Earnout Dispute: Lessons from a Healthcare Tech Acquisition
Explore the intricacies of a healthcare tech acquisition with a $17 million earnout dispute. Gain insights into the importance of due diligence, clear terms, and transparency in M&A transactions. Learn from the legal actions, key findings, and implications for both…
Posted in problems with earnouts Tagged with: Anti-reliance Clauses, Breach of contract, Buyer's Duty to Disclose, Buyer's Motion to Dismiss, due diligence, earnout dispute, Fraud allegations, Healthcare Tech Acquisition, Legal actions in M&A, M&A, M&A Case Reference, Post-sale Performance, Sales Benchmarks, Seller Lawsuit, transparency in M&A
Court Approves Seller’s Fraud Lawsuit in Earnout Dispute
Explore a real-life M&A dispute where a seller’s fraud lawsuit against a buyer over an earnout disagreement led to a court ruling. Gain insights into the legal intricacies of this case and the implications for M&A agreements. November 6, 2019…
Posted in anti-reliance clause, earn outs, integration clause Tagged with: anti-reliance provision, earnout dispute, fraud lawsuit, Gruner v. Huron Consulting Group, Illinois common law, Illinois Securities Law, Inc., integration clause, Keywords: M&A lawsuit, legal analytics company, stock purchase agreement
Pharmacy Sale Earnout Dispute: Buyer’s Good Faith Questioned in Court
Explore a real M&A case where an earnout agreement led to a legal dispute. Learn how buyer-seller dynamics and the duty of good faith played a crucial role in the court’s decision. M&A Stories March 19, 2019 Introduction: When buyers…
Posted in purchase agreement Tagged with: asset purchase agreement, Buyer Misconduct, Buyer's Good Faith, Buyer-Seller Dynamics, Court decision, Delaware law, earnout dispute, Good Faith Duty, Gross Profit Target, Huntingford v Pharmacy Corporation Of America, implied covenant of good faith and fair dealing, Legal battles, Legal dispute, M&A deals, Performance Targets, Pharmacy Sale, Risk in Earnout Agreements, Seller's Earnout
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