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WINSHALL v. VIACOM INTERN., INC.

Civil Action No. 6074-CS.

55 A.3d 629 (2011)

Walter A. WINSHALL, in his capacity as the Stockholders' Representative, Plaintiff, v. VIACOM INTERNATIONAL, INC., a Delaware Corporation, and Harmonix Music Systems, Inc., a Delaware Corporation, Defendants.

Court of Chancery of Delaware.

Decided: November 10, 2011.

Attorney(s) appearing for the Case

Gregory V. Varallo, Esquire , Scott W. Perkins, Esquire , Richards, Layton & Finger, P.A., Wilmington, Delaware; David M. Schiffman, Esquire , Linton J. Childs, Esquire , Jennifer Peltz, Esquire , Sidley Austin LLP, Chicago, Illinois, Attorneys for Plaintiff.

Stephen P. Lamb, Esquire , Joseph L. Christensen, Esquire , Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, Delaware; Leslie G. Fagen, Esquire , Daniel J. Leffell, Esquire , Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York, Attorneys for Defendants.

OPINION

STRINE, Chancellor.

I. Introduction

This is a dispute over earn-out payments. In 2006, defendant Viacom International, Inc., a media conglomerate whose portfolio includes such brands as MTV and Nickelodeon, acquired defendant Harmonix Music Systems, Inc., a company best known for creating the music-oriented video games Rock Band and Guitar Hero (the "Merger"). Under a merger agreement entered into by Viacom, Harmonix...

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