Earn-outs and control

John Jenkins at the deallawyers.com blog highlights a recent Delaware case* where an asset purchase agreement included a post-closing contingent payment, as well as the following: “Subsequent to the Closing, Purchaser shall have sole discretion with regard to all matters relating to the operation of the Business. Purchaser shall have no express or implied obligation […]

A “Consummation” Devoutly to be Avoided

In Fed Cetera, LLC, v. National Credit Services, Inc. (3d Cir., No. 18-1243, September 17, 2019), the court was faced with interpreting the term “consummated” in a finder’s fee agreement. The finder was to identify Federal contractors with whom the defendant would seek to become a sub-contractor, with the goal of using that experience to […]

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