Dodd-Frank.com

Termination of Merger Agreement Prevents Suit for Breach

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Yatra Online, Inc., v. Ebix, Inc. concerned an abandoned merger that Plaintiff, Yatra Online Inc. (“Yatra”), asserts was sabotaged post-signing by Defendants, Ebix, Inc. and EbixCash Travels, Inc. after Ebix determined the deal was no longer attractive. Delays were encountered as an S-4 was awaiting SEC clearance and Ebix sought... Read More

Topics: Litigation, M&A

Minnesota Court Finds Structuring of Sale Transaction Did Not Violate Duty of Good Faith and Fair Dealing

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The United States District Court for the District of Minnesota decided a case where Plaintiff was a limited partner in an entity where the partnership interests were the subject of a Purchase Agreement entered into by the Defendants that controlled the limited partnership.  Plaintiff alleged that Defendants breached the Partnership... Read More

Topics: M&A

Buyer Potentially Liable for Earnout Even Though it had Right to Operate Target in its Discretion

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In Shareholder Representative Services LLC v Albertsons Companies, Inc., the aggrieved former shareholders of DineInFresh, Inc., d/b/a Plated, sought recovery of earnout consideration from Plated’s acquirer, Defendant, Albertsons Companies, Inc.  Plated had failed to reach any of the earnout milestones set forth in the Merger Agreement and Albertsons, therefore, refused... Read More

Topics: M&A

Chancery Permits Reverse Veil Piercing

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Manichaean Capital, LLC et al v. Exela Technologies, Inc., et al begins with the Delaware Court of Chancery recounting the results of an appraisal action with respect to the acquisition of SourceHOV Holdings, Inc.  The former shareholders of Source HOV who properly exercised their appraisal rights received a significant award.... Read More

Topics: M&A