Delaware Court of Chancery Orders Specific Performance and Extends Earnout Period 258 Days After Buyer’s Pretextual Takeover

Key Takeaways The Delaware Court of Chancery held that a buyer’s termination of “Key Employees” was pretextual, finding the buyer’s “true focus” was avoiding its earnout exposure rather than any legitimate operational concern. The court ordered specific performance rather than damages, reinstating the target’s CEO and equitably extending the earnout measurement period by 258 days, confirming that Delaware courts will restore the status quo when … Continued