In late August, the Chancery Court declined to dismiss claims a buyer breached an SPA by failing to make certain earnout payments. At issue in Medal v. Beckett Collectibles (Del.Ch.; 8/24) was whether the earnout payments had been accelerated under the terms of the SPA. Here’s the background from this Fried Frank memo: Section 2.05(b) of the SPA […]

Earnouts: Chancery Decision Offers Tips for Drafting Acceleration Provisions