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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SELLER FAILS TO ENFORCE ACCOUNTING FIRM RESOLUTION IN EARNOUT DISPUTE
Posted in arbitration vs expert determination, problems with earnouts Tagged with: arbitration clause, Bus Air LLC v. Woods Case, Business Deal Dispute, Clear Contract Language, Delaware Federal District Court, Earnout Calculation, expert determination, Independent Accounting Firm, M&A Dispute Resolution, Purchase Agreement Drafting
Recent Posts
- Mitigating Buyer Risks in M&A: Managing Asset Seller Liabilities
- Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
- Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
- Understanding M&A Asset Buyer Responsibilities for Unassumed Seller Contracts
- Navigating Real Estate Lease Assignments in M&A: A Case Study
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- Selling shareholders problem with their board of directors
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- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
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- structure of transaction
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- substantially all assets
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- tangible net worth
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- tax
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- Taxation
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- third party
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- time of the essence
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- tolling
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- tort misrepresentation in M&A
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- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- 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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