The Revlon Rule resulted from a legal case decided by the Supreme Court of Delaware in 1985. Revlon, Inc. found itself in a hostile takeover, which management and the Board fought hard to defend. Ultimately, a white knight provided a friendly, but lower, bid that the Board accepted. The bid approval was overturned by the Supreme Court of Delaware,...
An earnout is a financing arrangement for the purchase of a business in which the seller finances a portion of the purchase price, and payment of this amount is contingent on achieving a predetermined level of future earnings. An earnout is often used to bridge a valuation gap. The seller only gets paid if the predetermined level of future EBITDA or other financial targets are achieved.
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