Preserving M&A Lost Premium Claims (Con Ed Provisions) After Crispo vs. Musk

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The Delaware Court of Chancery’s November 2023 opinion in Crispo vs. Musk called into question the prevailing market practices for how merger agreements deal with lost premium damages (ConEd provisions) in the event the deal does not close due to buyer’s breach or wrongful termination of the merger agreement. However, proposed legislation aims to fix that. To maximize the opportunity to recover lost premium damages on your next deal, download the article to learn more about: 

  • The background of Crispo vs. Musk, and why it matters
  • Implications of the proposed changes to the Delaware General Corporation Law
  • A review of three options for sell-side parties to preserve claims for lost premium damages 
  • Moving forward after Crispo to protect lost merger premium claims

Download the article above.

Kip Wallen

Senior Director, Thought Leadership tel:720-452-5364

Kip Wallen is a senior director leading the SRS Acquiom thought leadership practice. He leverages his extensive expertise and SRS Acquiom proprietary data to produce resourceful content regularly utilized by market practitioners. Kip has broad experience in M&A and provides guidance on market standards and trends.

Previously, Kip was a Director with the SRS Acquiom Transactional Group, where he collaborated with clients and counsel to negotiate M&A documents including purchase, escrow, payments, and other transactional agreements. Before joining SRS Acquiom, Kip was an attorney with a Denver-based boutique business law firm where he assisted clients with M&A transactions as well as general corporate governance and securities matters.

Kip is an avid supporter of the Colorado Symphony, serving on the Associate Board and Colorado Symphony Fund Board, and the Colorado Rockies. He is an active participant on the American Bar Association’s M&A Committee. In 2016, Kip completed Leadership 20 with the Denver chapter of the Association for Corporate Growth.

Kip received his J.D. from the Sturm College of Law at the University of Denver and an M.S. in Economics, B.S. in Economics and B.A. in International Relations from Lehigh University. He is a member of the Colorado bar.

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