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Earn-out providing for return of assets if targets not met, rather than expressly requiring purchaser "effort", will not be rewritten just because the weak economy and other factors have made an asset return unpalatable to the seller
  • Stikeman Elliott LLP
  • USA
  • April 6 2010

This ruling by Vice Chancellor Laster of the Delaware Court of Chancery reminds us that in a commercial relationship, the contract reigns supreme.


Delaware Supreme Court considers directors' fiduciary duties in sale of company
  • Stikeman Elliott LLP
  • USA
  • April 1 2009

On March 25, 2009, the Supreme Court of Delaware released its decision in Lyondell Chemical Company v. Ryan, a case where the defendant directors of Lyondell were accused of breaching their fiduciary duties in conducting the sale of the company in July 2007.


Delaware court considers business judgment rule in light of current market challenges
  • Stikeman Elliott LLP
  • USA
  • March 27 2009

The Delaware Court of Chancery recently released its Opinion in the case of In re Citigroup Inc.