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ADR Procedure Was Probably Arbitration and not an Expert Determination, Giving Delaware Chancery Court Jurisdiction

M&A Stories December 04, 2020 Introduction An acquisition often involves a post-closing purchase price adjustment reflecting the value of the net assets at closing. The parties often agree to submit any dispute over this calculation to an independent accounting firm.

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APA Arbitration Clause Doesn’t Apply to Buyer/Seller Affiliate Contract

M&A Stories September 29, 2020 Introduction Buyers and sellers of businesses often select arbitration as their dispute resolution procedure. Arbitration is seen as faster and less costly than going through the courts. However, a binding arbitration clause in an acquisition

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Court Rejects Buyer TRO-Prelim Injunction Request Because No Arbitration Pending

June 8, 2020 Introduction Both a buyer and a seller of a business often prefer to resolve post-closing disputes through binding arbitration. They are often seen a faster and less costly dispute resolution procedure alternative to litigation in the courts.

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US Court Enforces SPA’s Purchase Price Adjustment Dispute Forum Selection Clause

May 24, 2020 Introduction Many business acquisitions have post-closing purchase price adjustments based upon the financial position of the target company at closing. The parties usually provide for a dispute resolution procedure for resolving disagreements over the final numbers, and

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Court Rules That EY Earnout Calculation Was Arbitration Not Expert Determination

Introduction There are often post-closing calculations that must be made in an M&A deal. Examples are working capital and earnout calculations. Often the parties agree in advance to a dispute resolution procedure in the M&A documents in the event there

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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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