Delaware Court of Chancery Decision Provides Guidance on M&A Earnouts
Shephard Mullin M&A
JUNE 16, 2021
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.
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