A Purchase-Price Adjustment Is Not the End of the Road with Indemnification on the Table

The article examines the Delaware Court of Chancery’s decision in Golden Rule Financial Corporation v. Shareholder Representative Services LLC, which held that a post-closing purchase-price adjustment does not necessarily prevent a buyer from later seeking indemnification when the adjustment resulted from a seller’s misrepresentation or breach of warranty. Sidley partner Robert Velevis and associate Connor Wise explain that purchase-price adjustment and indemnification provisions can operate independently and complement one another, highlighting the importance of carefully drafting indemnification, no-duplication, and exclusive-remedy provisions in M&A agreements.