Halinski v. ADS Grp. Acquisition, LLC (Del. Ch. (7/25) discusses the propriety of indemnification claims. The relevant SPA deferred payment of a $4,439,000 Tax Holdback to cover certain possible post-closing tax liabilities. Over time, the SPA required Purchaser to release the Tax Holdback to Sellers in three unequal installments. Purchaser released the First Intermediate
Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
SEC Proposes Rules Regarding Special Purpose Acquisition Companies, Shell Companies, and Projections
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SEC Proposes to Amend Filing Deadlines for Schedule 13D and 13G
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Proposed CFIUS Rules Would Delay Determination with Respect to Excepted Foreign States
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Termination of Merger Agreement Prevents Suit for Breach
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Chancery Analyzes Interested Stockholder Provision of DGCL Section 203
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“Too Much Dynamite” Can Override Indemnification Limitations
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Court Finds Potentially Defective Conversion of an LLC Valid
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Court Finds Indemnification Provisions in Merger Agreement Binding on Non-Signatories
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Minnesota Court Finds Structuring of Sale Transaction Did Not Violate Duty of Good Faith and Fair Dealing
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