Delaware is America’s venue of choice for business incorporation. This popularity means most corporate directors are subject to the whims of Delaware’s powerful, but little known, non-jury trial court: The Court of Chancery. This is good for most directors. The Chancery is known for making quick work of frivolous suits; it normally insulates directors from…
Tag: Delaware
Delaware Chancery: No Fiduciary Duty To Maximize Earn Out In Acquisitions
Fiduciary duties typically require one to act in the best interests of their beneficiary, even if those interests may conflict with their own. This can present issues when part of the consideration for an acquisition is contingent on the future performance of the target, otherwise known as an “earn out.” If the buyer completely controls…