Month: October 2026

“Earnout provisions bridge valuation gaps but can leave sellers vulnerable after they cede operational control to the buyer. To protect their contingent upside, sellers may negotiate procedural checks. The sellers here did just that.”

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Acquiring company Pagaya Technologies Ltd. (“Pagaya”) allegedly suppressed performance to reduce contingent compensation to its target Theorem Technology, Inc. (“Theorem”). The former CIO of Theorem, who had been hired by Pagaya, then allegedly retaliated by submitting non-public information to Theorem clients, who in turn reduced their business with Theorem and Pagaya…

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A cash-strapped AI startup executed a licensing term sheet, but when the startup failed to perform its obligations, it was sued. The startup then argued that the term sheet was non-binding. The Delaware Court of Chancery disagreed…

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