The U.S. Securities and Exchange Commission recently charged an investment adviser with illegal allocation of trades based on statistical results, implying that statistically eliminating chance for certain profitable trades proves a fraudulent motive. However, that is not always the case, and one should not base “intent” on statistical analyses. Click the link below to read the Law360 guest column by Tiago Duarte-Silva and Nicolas Morgan.
Earnouts in M&A: Risk allocation, incentives, and post-closing disputes
He examines a recent Delaware Supreme Court case between Johnson & Johnson and Auris Health, Inc., illustrating how courts would uphold the negotiated terms of...