Delaware Court of Chancery Decision Provides Guidance on M&A Earnouts
By EsqSocial Corporation 17/06/21
In Shareholder Representative Services LLC v. Albertsons Companies, Inc., 2021 WL 2311455 (Del. Ch. June 7, 2021), the Delaware Court of Chancery (Slights, V.C.) provided key guidance on mergers and acquisitions (“M&A”) earnout disputes regarding contractual earnout language, the applicability of the implied covenant of good faith and fair dealing, extra-contractual discussions and promises and post-closing behavior of the acquirer. This opinion serves as a reminder to M&A transaction parties...
By: Sheppard Mullin Richter & Hampton LLP