Private M&A Indemnification Clarified In Chancery Ruling

Law360 (August 15, 2019, 4:01 PM EDT) -- An opinion published July 31 in the Delaware Chancery Court provides instructive guidance for buyers, sellers and deal-makers in private mergers and acquisitions transactions regarding indemnification claim procedure, the importance of precise drafting, and the criticality of sound post-closing process management. This article will briefly summarize the key facts of the recent dispute and highlight noteworthy aspects of Vice Chancellor Morgan Zurn’s analysis in Hill v. LW Buyer[1] before offering some practical advice based on the opinion.

Relevant Facts

Matthew Hill founded a web-hosting business consisting of Liquid Web Inc. and two other affiliated entities. Hill and his father, the sellers, owned...

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