Delaware Business Litigation Report

Court Of Chancery Addresses Who Is To Do Post-Closing Adjustments

Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Co. LLC, C.A. 12585-VCL (December 5, 2016)

Many contracts for the sale of a company have a provision addressing how the parties should resolve disagreements concerning post-closing adjustments to the sale price.  Exactly who is to resolve those disputes (be it an accountant, an arbitrator or the court), and the scope of their authority is sometimes unclear.  This decision tracks some precedents and explains when the contract may be interpreted to permit an accountant to decide what adjustments are required by GAAP.

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