Appraisal rights permit a dissenting stockholder to obtain judicial determination of fair value instead of the merger consideration.

A deal litigation injunction seeks to enjoin a transaction pending disclosure corrections or process remedies.

An earnout dispute concerns whether post-closing performance targets were met and whether the buyer impaired their achievement.

A fairness opinion is an investment bank's assessment that transaction consideration is fair from a financial point of view.

An M&A fiduciary duty claim alleges directors breached their duties in approving or negotiating a transaction.

A fraud carve-out excludes fraud claims from the indemnification caps, baskets, and survival limits.

A post-closing indemnification claim seeks recovery from the seller for breaches discovered after the transaction closed.

A purchase price adjustment modifies the consideration after closing based on the target's actual financial position.

Revlon duties require a board to maximize immediate stockholder value once a sale of control becomes inevitable.

Successor liability imposes a predecessor's obligations on an acquirer despite a transaction structured to avoid them.

A working capital adjustment dispute concerns the post-closing true-up of the purchase price against a target working capital level.