Article
Contractual Potholes on the Road to M&A
Article
Contractual Potholes on the Road to M&A
April 1, 2019
Any opinions in this article are not those of Winston & Strawn or its clients. The opinions in this article are the authors’ opinions only.
Winston & Strawn attorneys Kyle Gann, Steven Gavin, William O’Neil, and Jason Osborn co-authored an article for the Spring 2019 issue of Today’s General Counsel, titled “Contractual Potholes on the Road to M&A.”
Ambiguity, not clarity, can emerge from the complex documentation prepared in an M&A deal. A Delaware case, LSVC Holdings, LLC v. Vestcom Parent Holdings, Inc. made this clear. As a first step, a Delaware court will look only to the four corners of the contract to establish the parties’ intent. If the meaning of a provision is not susceptible to more than one reasonable interpretation, the court ends its inquiry. If there is ambiguity, it may look to extrinsic evidence to divine the intent of the parties.
