Earn-outs after Meridian v. Kolt: drafting for the dispute you hope to avoid
The Delaware Chancery's latest reading of "commercially reasonable efforts" moves the goalposts for every pending earn-out. Three clauses to revisit before your next LOI.
Est. 1986 · 140 attorneys
Counsel for decisions
that cannot be unmade.
Mergers signed at 2am. Verdicts that reset industries. Estates that span four passports. For forty years, boards and founders have called Sterling & Hale when the stakes stop being theoretical.
"The firm you want across the table — or better, on your side of it."
Chambers & Partners, 2025
$0BRecovered for clients
0%Dispositive-motion success
0+Trials to verdict
0Years of practice
Practice areas
Six disciplines.
One standard.
We staff narrow and senior: every matter is led by a partner who has done it before — usually against the firm now opposite you.
I.
Corporate & M&A
Buy-side and sell-side transactions from $10M to $4.2B, carve-outs, and the governance work that keeps deals closed.
120+ closings →II.
Complex Litigation
Bet-the-company commercial disputes, securities defense, and cross-border arbitration in SIAC, LCIA and ICC seats.
180+ verdicts →III.
Intellectual Property
Patent campaigns, trade-secret emergencies and brand portfolios for companies whose product is an idea.
ITC & Fed. Cir. →IV.
Employment
Executive comp, restrictive covenants, and the investigations nobody schedules. Counsel first, litigation when it counts.
C-suite focus →V.
Real Estate
Acquisition, development and financing of assets from single towers to national portfolios — 40M ft² and counting.
$6B financed →VI.
Private Client
Estates, trusts and family offices across four generations and eleven jurisdictions. Discretion is the deliverable.
Since 1986 →Our people
Partners who still
try cases.
Select a profile for education, admissions and representative matters.
Insights
Client alerts
The nationwide-injunction question is back — what it means for compliance programs
A circuit split ripening toward certiorari could reshape where — and how fast — regulatory challenges land. Scenario planning for general counsel.
Trade secrets and the departing AI team: a 90-day playbook
Model weights, prompt libraries and eval suites are walking out the door. What the recent §1836 decisions say about protecting each — and what they pointedly don't.
Confidential intake
Tell us what's
at stake.
Three short steps. Your submission is privileged-adjacent from the moment it arrives: reviewed only by a partner in the relevant practice, never by marketing.
Encrypted & conflict-checkedWe run conflicts before any attorney reads your facts.
Partner response in 24hUrgent matters are triaged the same business day.
No obligationThe first conversation is free, candid, and often the last one you need.
Matter
Details
Contact
Review
What kind of matter is this?
Corporate / M&ADeals, governance, financing
Litigation / DisputeCommercial, securities, arbitration
Intellectual propertyPatents, trade secrets, brand
EmploymentExecutive, covenants, investigations
Real estateAcquisition, development, finance
Private clientEstates, trusts, family office
The facts, briefly.
A sentence or two helps us route you correctly (min. 30 characters).
Where should the partner reply?
We need your name.
Enter a valid email.
Enter a phone number.
Confirm & submit.
Received, in confidence.
REF SH-2026-0000