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Showing 2 posts in Expert Determinations.

Chancery Decides Scope of Expert’s Authority in Valuation Dispute Resolution Mechanism

By Lewis H. Lazarus, Sarah Ennis, Albert J. Carroll on March 22, 2024
Posted In Chancery, Expert Determinations, LLCs


Paul v. Rockpoint Group LLC, C.A. 2018-0907-JTL (Del. Ch. Jan. 29, 2024)
This dispute arose from a disagreement over the authority of an appraiser to include legal assertions and extrinsic evidence in his valuation. The underlying dispute stemmed from the departure of a co-founder from a limited liability company. The parties' LLC Agreement established a dispute resolution mechanism to determine the value of the co-founder's share if a subsequent qualifying transaction occurred. More ›

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Chancery Concludes Accountant Provision in Stock Purchase Agreement Calls for Expert Determination Rather than Arbitration

By Albert J. Carroll, Lewis H. Lazarus, Bryan Townsend on February 2, 2024
Posted In Arbitration, Chancery, Expert Determinations, Stock Purchase Agreements


ArchKey Intermediate Holdings Inc. v. Mona, C.A. No. 2021-0383-JTL (Del. Ch. Oct. 3, 2023)
Parties to a stock purchase agreement disputed post-closing price adjustments. The agreement called for an independent accountant to resolve such disputes and referred to the accountant as an “arbitrator.” As the parties litigated in the Court of Chancery, the purchaser moved to compel arbitration so that an independent accountant could resolve all disputes the seller raised. The seller contended that the agreement’s accountant provision called for an expert determination rather than an arbitration. More ›

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