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
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- scienter
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- seller's covenants
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- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
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- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
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- sick time
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- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
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- tying fraud to economic loss
- typo or scriverner's error
- UCC search
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- union fringe benefits
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- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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