-

Private Equity Default on Deferred Cash Payment: A Lesson in M&A Forum Selection Clauses
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…
-

Seller Remorse Over PE Rollover Equity: A Lesson in Rollover Equity Disclaimers
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…
-

LG Electronics Attempt to Wipe Out an Advertising Startup’s Liquidity and Board Rights: A Lesson for Structuring Control Sales
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…
-

TikTok Rival Triller’s Failed Merger with AGBA: A Lesson in Post-Merger Damages Calculations
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 failed to do either of these things…
-

WSP USA Services Post-Closing M&A Dispute with Versar: A Lesson in Remedy Hierarchy
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 Delaware Chancery Court on July 2, 2026, plaintiff’s case was dismissed for a missing a hierarchy proviso in its purchase agreement…
-

M&A: Time Bars to Claims
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 dismissed in total or in part because of a failure to timely bring claims…
-

Drafting Post-Closing Modifications in M&A: When E-mails Fail to Qualify as Agreement
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. In Genesis CMG Holdings, LLC and Converze Media Group, LLC v. Tedd Barr and Simplicity Media Group, LLC, decided on June 11, 2026, the court upheld a lapse of a…
-

Paramount’s Sale to Skydance: Court Rules on Investigation into Special Committee
Paramount Global’s minority shareholders are investigating its sale to Skydance for wrongdoing. And they now get a new piece of the puzzle.
-

The Role of Releases in M&A Agreements
A seller in an M&A transaction objected to his own sale of stock on the basis that the buyer had violated a right of first refusal (ROFR). The Delaware Court of Chancery dismissed the seller’s case because the ROFR was inapplicable, but even if it was, the seller signed a release with his sale of…
-

Porsche’s Venture Arm Allegedly Killed an Automotive Startup: A Lesson for Companies Accepting Corporate Venture Capital
Porsche’s venture arm invested in a startup automotive company with the optionality to kill it. And Porsche allegedly did. In Zync, Inc. v. Porsche Investments Management, S.A., et al., decided on May 29, 2026, Vice Chancellor Laster rejected Porsche’s bid to dismiss the case against it as a matter of law.













