GOLDEN RULE FINANCIAL CORPORATION, Plaintiff, v. SHAREHOLDER REPRESENTATIVE SERVICES LLC, Defendant., 2021 Del. Ch. LEXIS 18

Summary

HOLDINGS: [1]-The parties' merger agreement did not prohibit the seller from demanding that the final purchase price adjustment be calculated using an approach to a special accounting standard that could be different than the approach the seller previously used; [2]-The buyer failed to state a claim for breach of the implied covenant of good faith and fair dealing; [3]-The buyer's argument failed to meet the high standard for a claim of quasi-estoppel.