Aveta Inc. v. Cavallieri
Court of Chancery of Delaware
1Opinion of the Court
OPINION
LASTER, Vice Chancellor.
In 2006, Aveta Inc. closed the acquisition of Preferred Medicare Choice Inc. (“PMC”), a Puerto Rico corporation. Ave-ta purchased PMC’s Class A shares from its controlling shareholders for 60.93% of the aggregate consideration, then merged a Puerto Rico acquisition subsidiary into PMC. PMC’s non-controlling Class B shares were converted into the right to receive the remaining 39.07% of the consideration. Part of the consideration was paid at closing, subject to post-closing adjustments, with the potential for an earn-out. Aveta would calculate the adjustments…
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