Delaware court holds that a clause indicating“an expert, not an arbitrator” calls for an expert determination, not an arbitration
On January 29, 2019, the Delaware Court of Chancery addresses the scope of authority conferred under a clause in an Agreement and Plan of Merger (“Merger Agreement”) upon an independent accountant designated “an expert, not an arbitrator.”
Pursuant to the Merger Agreement, Plaintiff acquired ChanceLight, Inc. (ChanceLight) and Defendant, Trimaran Fund Management, L.L.C. (Trimaran). Plaintiff paid a base price of $125 million, $23.1 million of which was placed in escrow at closing.
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