Lessons On Dueling 'Exclusive Remedy' Clauses In M&A

Law360, New York (May 14, 2015, 10:16 AM EDT) -- In Alliant Techsystems Inc. v. MidOcean Bushnell Holdings LP, C.A. No.9813-CB (Del. Ch. Apr. 24, 2015, rev. Apr. 27, 2015), the Delaware Court of Chancery held that an exclusive remedy clause in a stock purchase agreement (SPA) did not require the parties to submit their dispute over the accounting methodology used to calculate the net working capital of the seller at closing to a court for resolution under the indemnification provisions in the SPA. Rather, the court held that an accounting firm must resolve the parties' dispute under a separate exclusive remedy provision.

The court's decision meant that the buyer had...

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