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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.
Morris James Blogs
Supreme Court Interprets Post Closing Payment Clause
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.