'DisHarmonix' — Dispute Resolution For Deal Provisions

Law360, New York (August 22, 2012, 1:31 PM EDT) -- We have written before of certain pitfalls that await dealmakers utilizing earnouts and purchase price adjustments. An oft-shared aspect of those two deal provisions was the subject of a recent Delaware decision by Chancellor Leo Strine in Viacom International Inc. v. Walter A. Winshall — the employment of an independent accountant to resolve post-closing disputes between the parties. The outcome, while hardly surprising, offers some timely reminders of some of the hazards presented by this popular dispute resolution mechanism.

The case arose from Viacom’s 2006 purchase...
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