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“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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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 v. Michael E. Franklin, et al., decided on August 26, 2026, Delaware Vice Chancellor Will denied the motion to dismiss claims against Whole Earth Brand’s CEO and board chairman but…

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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 should not be. In Altigen Communications, Inc. v. Day, decided on August 21, 2026, Delaware Vice Chancellor Laster dismissed an acquirer’s suit against the founder on procedural grounds, namely for lack…

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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 purchased cybersecurity company InfoSec Learning, Inc. (InfoSec) in 2023 via a combination of cash, earnouts, and equity in Boathouse Capital’s acquiring portfolio company ACI Learning Holdings, LLC (ACI)…

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

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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 of its acquisitions…

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PE firm Clayton Dubilier & Rice, LLC (CDR) and its portfolio company Artera structured a $700MM utility construction company purchase for a combination of cash and rollover equity. When the value of that rollover equity was far less than what was represented, the sellers sued, alleging misrepresentation and fraud…

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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 allegedly attempted to take de facto control, remove the minority board members, and shift control and profits back to LGE…

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