PRESS RELEASE
31 July 2025

CLM Client MarketAxess Prevails In Trial In Delaware Chancery Court

CL
Carter Ledyard & Milburn

Contributor

Carter Ledyard & Milburn is a New York-based law firm with a strong focus on litigation, corporate transactions, real estate, and trusts and estates. We have a ratio of partners to associates of about one to one, and provide personal, partner-level attention to all clients and matters, large and small. This forms part of our Partners for Your Business® commitment, together with the focus we place on providing counseling to help advance the business interests of our clients.
(New York, NY, July 28, 2025) Carter Ledyard & Milburn LLP client MarketAxess Holdings, Inc. prevailed in a trial in Delaware Chancery Court in a dispute originating from MarketAxess’ 2021 acquisition...
United States

Contract dispute on earnouts results in a victory for MarketAxess

(New York, NY, July 28, 2025) Carter Ledyard & Milburn LLP client MarketAxess Holdings, Inc. prevailed in a trial in Delaware Chancery Court in a dispute originating from MarketAxess’ 2021 acquisition of a business unit from Hartfield, Titus & Donnelly, LLC. The purchase price included an upfront cash payment and an earnout in which HTD could receive additional payments if HTD reached certain targets after the closing. The agreement allowed HTD to pay cash to increase the earnout if HTD reached a specified threshold of business. An amendment executed at closing shortened the first earnout period by a few days and prorated the earnout targets but not the cash top up threshold. After HTD fell short of the cash top up threshold for the first earnout period, HTD alleged that the parties had agreed to prorate the cash top up threshold and that there had been a mistake or drafting error in the amendment. HTD sued seeking reformation of the contract to prorate the cash top up threshold.

The Carter Ledyard litigation team represented MarketAxess in a four-day trial in the Delaware Chancery Court. After post-trial briefing, the court issued its decision in MarketAxess’ favor and awarding MarketAxess its reasonable fees, costs, and expenses, including reasonable attorney’s fees.

Contributor

Carter Ledyard & Milburn is a New York-based law firm with a strong focus on litigation, corporate transactions, real estate, and trusts and estates. We have a ratio of partners to associates of about one to one, and provide personal, partner-level attention to all clients and matters, large and small. This forms part of our Partners for Your Business® commitment, together with the focus we place on providing counseling to help advance the business interests of our clients.

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