In a well-reasoned memorandum opinion, the Delaware Chancery Court in Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, L.P.[1] provided to M&A practitioners a stark reminder to take extra care in crafting purchase price adjustment provisions, particularly in respect of their interplay with contractual indemnification clauses.
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Paul J. Shim
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Attorney-Client Privilege in M&A Transactions
By Lawrence B. Friedman, Paul J. Shim & Anderson P. Heston on
Posted in Case Law Developments
Change-in-control transactions can present complicated questions concerning the attorney-client privilege, should litigation arise. Does any privilege protect post-signing, pre-closing communications between the acquirer’s and the target’s respective counsel, or are those communications subject to discovery? And what happens post-closing to pre-closing privileged communications – does the acquiring company also acquire the pre-merger privileged communications of the target? Recent decisions by courts in New York and Delaware help shed light on these questions and provide useful guidance on how to ensure that all available privileges are preserved.
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