By Eva Gobourne

Associate | Corporate

By Jonathan Seliger

Associate | Corporate

By Peter Bariso

Special Counsel | Corporate

The Delaware Court of Chancery has weighed in on a number of recent cases interpreting earnout provisions in transactional agreements. The Court has demonstrated a reluctance to rule against seller-plaintiffs during the pleading stage when the terms of earnout provisions are found to be ambiguous and a willingness to consider the parties’ contract negotiations and course of dealing, to interpret any potential ambiguity when ruling on the merits in earnout cases.  Contracting parties should be mindful that contractual language should be precise and unambiguous. Key terms and conditions should be clearly drafted to avoid disputes and ensure both parties’ intentions are documented plainly in the agreement.

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By Bilal Sayyed

Counsel | Antitrust

The information and documentary materials (filing requirements) necessary to complete the Hart-Scott-Rodino merger notification filing form have been significantly expanded.  The new filing requirements will fall most heavily on transactions that combine current or future competitors, or where the parties to the transaction have a significant supply relationship.

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By Bilal Sayyed

Counsel | Antitrust

We reported last month that the district court in the northern district of Texas had “set aside” the Federal Trade Commission’s recently finalized rule prohibiting employers from entering into, and enforcing, non-compete agreements with employees (the Rule). Ryan, LLC v. Federal Trade Commission, N.D. Texas, Aug. 20, 2024. The set-aside operates to enjoin enforcement of the Rule, nationwide. The FTC, on October 18, gave notice that it will appeal the district court’s ruling to the 5th Circuit.

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