Post-Closing Battles: Escrows, Indemnities, Earnouts and Fraud Carveouts
INTERVIEW ON THE PRICE OF BUSINESS SHOW, MEDIA PARTNER OF THIS SITE.
Recently Kevin Price, Host of the nationally syndicated Price of Business Show, interviewed Alexander Paykin.x
The Alexander Paykin Commentaries
When the Deal Closes but the Dispute Begins
Many people assume that closing ends the risk. In reality, the closing may simply start a new phase of legal exposure.
On the Price of Business, Alexander Paykin, Esq. discussed post-closing disputes in business and real estate transactions. These disputes often involve escrows, indemnity claims, earnouts, working capital adjustments, environmental issues, fraud allegations and release language.
New York courts often enforce sophisticated contracts as written. That can help parties who drafted carefully and hurt parties who relied on vague promises. Delaware is also highly contract-focused, but its courts draw limits when a party tries to contract away liability for knowingly false representations.
For buyers, the big question is whether the contract preserved the claim. For sellers, the question is whether the contract actually created finality. The same deal language can become either a shield or a weapon.
Alexander Paykin, Esq. is Managing Director of Paykin Law, a New York firm focused on commercial litigation, real estate litigation and complex transactions. Learn more at https://www.paykinlaw.net/attorneys/alexander-paykin-esq.
Document note: This post is for general informational purposes only and does not constitute legal advice.
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