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The Delaware federal district court held that the purchase agreement’s requirement to submit earnout dispute to an independent accounting firm did not foreclose resolution of the matter by the court because the agreement’s language was only for expert determination and

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Delaware Chancery Court’s Jurisdiction Hinged on Nature of ADR in M&A Dispute

Explore a pivotal M&A case where Delaware Chancery Court’s jurisdiction hinged on ADR nature. Learn how dispute resolution processes impact court access in acquisitions. M&A Stories December 04, 2020 Introduction: In acquisitions, settling the purchase price often involves adjusting the

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Arbitration in Business Acquisitions when Real Estate Involved

Explore the complexities of arbitration in business acquisitions involving real estate. Discover how arbitration clauses may not always prevent disputes from reaching court, as highlighted by the BLW Motors, LLC v. Vicksburg Ford Lincoln Mercury, Inc case. Gain insights into

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Court Denies Buyer’s Request for Injunction in M&A Dispute Due to Absence of Ongoing Arbitration

Read about a recent M&A dispute where a buyer’s request for an injunction was denied due to the absence of ongoing arbitration. Learn how the court’s decision highlights the importance of precise contractual language. Case reference: NUMSP, LLC v. Etienne.

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Federal Court Decides Arbitration for Purchase Price Dispute in M&A Deal

Explore a recent case involving a stock acquisition where a federal court determines jurisdiction and resolves post-closing calculation disputes through arbitration. Learn how the court’s decision impacts M&A agreements. Case reference: FNB Corporation v. Mariner Royal Holdings, LLC. May 24,

Posted in arbitration vs expert determination, dispute resolution provision, forum selection clause, purchase price adjustment Tagged with: , , , , , , , , , , ,

Court Decides EY Earnout Calculation as Arbitration, Not Expert Determination

Learn about a recent M&A case where a court ruled on the nature of an Ernst & Young earnout calculation, determining it as arbitration rather than expert determination. Get insights into the legal conflict and the court’s ruling. November 19,

Posted in arbitration vs expert determination, dispute resolution provision, earn out, earn out dispute procedure, earn outs Tagged with: , , , , , , , , , , , , ,

Purchase agreement required working capital dispute to be resolved by arbitration not expert determination

Seller is a Delaware corporation involved in the enterprise risk intelligence software business. On October 16, 2017, Seller and Buyer entered into an asset purchase agreement under which Buyer purchased substantially all of Seller’s assets. The asset purchase agreement provided for a

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