Delaware Business Litigation Report

Supreme Court Interprets Post Closing Payment Clause

BLGH Holdings LLC v. EXXCO LFG Holding LLC, Del., C.A. 531, 2011 (March 27, 2012)

When a post-closing adjustment is due after a merger is sometimes disputed, particularly when it depends on the closing of another deal.  Here the Supreme Court concludes that when the payment is due on the closing of another "deal" that new deal needs only to close, not to be exactly what the parties might have contemplated when they signed the merger agreement.  Thus, this is another example of "you-get-what-you bargained-for" in Delaware.

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