Wachtell Lipton Discusses Delaware Decision Drawing Line Between Expert and Arbitrator in Earnout Disputes

Earnouts, working-capital adjustments, and similar price-adjustment mechanisms in private deals or public company carveouts routinely assign certain disputes to an independent accountant — a device parties favor for speed, expertise, and finality. But a perennial question drags those efficient dispute …

Fried Frank discusses Expansion of Aiding and Abetting Liability for “Gatekeepers” — Stewart v. Wilmington Trust

In Stewart v. Wilmington Trust (March 26, 2015), the Delaware Chancery Court characterized the outside auditor and the administrative management company for certain captive insurance companies as having a “gatekeeping role” for the companies. On that basis, the court …