Court Rejects Challenge to Earnouts In Viacom Deal for Video Game Firm

Nov. 15, 2011, 5:00 AM UTC

The Delaware Chancery Court Nov. 10 dismissed an action alleging that shareholders of Harmonix Music Systems Inc., creator of the popular video games “Rock Band” and “Guitar Hero,” were wrongfully done out of a potential increase in earnout payments in connection with Harmonix’s acquisition by Viacom International Inc. (Winshall v. Viacom International Inc.).

Chancellor Leo Strine rejected claims by the representative of the Harmonix shareholders that Harmonix and Viacom breached the covenant of good faith and fair dealing on the earnouts. “The implied covenant of good faith and fair dealing is not a license for a court to ...

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