“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…

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,…

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…

An acquiring company made a take-private acquisition with the help of conflicted insiders. Stockholders in the target sued the board for its conflicts. In Seetal Dodiya…

The topic of personal jurisdiction is often a faint 1st year law school memory to the transactional lawyer. A recent Delaware case instructs why it…

An acquiring company misrepresented its financial position to induce the target into placing a portion of the sales price into rollover equity.PE fund Boathouse Capital…

Every business decision invites risk into the organization. A checklist helps company leadership accurately catalog, assess, and reduce that risk exposure…

PE firm H.I.G. Capital (HIG) created platform prison healthcare provider Wellpath and began its roll-up strategy. It missed a $17.5MM deferred cash payment in one…

PE firm Clayton Dubilier & Rice, LLC (CDR) and its portfolio company Artera structured a $700MM utility construction company purchase for a combination of cash…

LG Electronics (LGE) took a control position in Alphonso, an advertising tech startup. Later and unsatisfied with the contractual relationship between the two companies, LGE…

A merged corporation agreed to register its shares for resale and raise $500MM to capitalize the corporation and provide liquidity to investors. The merged corporation…

A seller lost $5MM+ due to missing one key provision in its purchase agreement. In WSP USA Services Inc. v. Versar Inc.. decided by the…

Two Delaware opinions were released on June 30, 2026 that cover a regular post-closing topic in M&A. Even though fraud occurred, plaintiffs’ cases were either…

A buyer in an M&A transaction thought it modified the deal post-closing via its e-mail communications between the parties. The Delaware Court of Chancery disagreed….