The buyer had purchased seller’s cloud-based secure messaging IP in part, for a royalty-based earnout. The buyer emerged from a bankruptcy reorganization free of the earnout obligation. M&A Stories March 20, 2023 Introduction A seller of a business worries about…

Buyer claims that earnout is based upon the post-closing net sales of seller’s small box chassis products. The seller claims that earnout includes net sales of small box chassis products acquired by buyer from other sellers. M&A Stories September 20,…

An Indiana federal court concludes that sellers’ allegations of twenty-one buyer post-closing actions and inactions did not diverge “from the level of efforts, expertise, and resources applied by” the buyer “in the ordinary and usual course of its business.” M&A…

Houston federal court holds that under Texas law, the buyer had no implied obligation of good faith and fair dealing to seller’s owner to use best efforts to commercialize drilling tool line the buyer purchased from the seller. M&A Stories…

The Delaware Superior Court held that the buyer in purchase agreement’s post-closing operation covenants had breached a covenant to grow target’s fleet of tractor trucks by 60 tractors per year for three years. M&A Stories May 13, 2022 Introduction Post-closing…