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A recent Delaware Chancery Court opinion in American Capital Acquisition Partners, LLC, et. al. v. LPL Holdings, Inc., et.al. held that a seller’s claim that its buyer diverted opportunities from the acquired business to a different subsidiary of the buyer, thereby denying the business the opportunity to meet post-closing earn-out payment thresholds, could survive the buyer’s motion to dismiss. The case highlights the need for careful drafting of earn-out provisions in transaction agreements.