Drawing the Line Between Expert and Arbitrator in Earnout Disputes

Committed Capital · Nov 12, 2026 · 14m

Purchase agreements typically include provisions to efficiently resolve earnout and other post-closing disputes, but determining who has authority to resolve those disputes is not always straightforward.

In this episode of Committed Capital, partner Neil Steiner and associate Harnelle St Cloud examine a recent Delaware Court of Chancery decision that sheds light on the critical distinction between expert determinations and arbitration in earnout and other post-closing disputes.

They also explore how courts assess dispute resolution provisions, why earnout claims often raise issues beyond…