The Annual Survey Working Group reports annually on judicial decisions that we believe are of the greatest significance to M&A practitioners. This year's survey covers:Contract Interpretation 1.EMSI Acquisition, Inc. v. Contrarian Funds, LLC (Del. Ch. May 3, 2017) (Conflicting Indemnification Provisions Created Ambiguities as to Whether Sellers Could Be Liable for Target's Fraudulent Representations)2.Special Situations Fund III QP, LP v. Overland Storage, Inc. (N.Y. Sup. Ct. Sept. 27, 2017) ("Voting Power," If Left Contractually Undefined, Refers Under California Law Only to the Ability to Exercise Influence Over the Election of Directors, Not the Right to Vote on Other Matters of Corporate Governance or the Power that Would Exist in the Absence of a Contractual Restriction)3.Chicago Bridge & Iron Co., N.V. v. Westinghouse Elec. Co. (Del. 2017) (Purchase Price Adjustment Was "Cabined Remedy" Intended Only to Address Developments Affecting Working Capital Between Signing and Closing, Not Financial Statement Non-compliance with GAAP).
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