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James Thornton

Partner, Mercier & Valez

Chicago , United States

About me

James Thornton is a partner in the Litigation and Dispute Resolution team in Chicago. He focuses on post-closing M&A disputes, including earn-outs, purchase price adjustments, indemnification and fraud claims, in court and in arbitration.

James began his career in transactional practice and still reads deal documents as a deal lawyer would. He advises deal teams before signing on how earn-out and adjustment provisions are likely to be argued later.

He played and coached rugby for the Chicago Lions and still turns out for the veterans' side.

Selected experience:
- Represented a seller in an earn-out arbitration following the sale of a healthcare IT company.
- Defended a sponsor against indemnification claims arising from a carve-out acquisition.
- Advised deal teams on drafting disputes provisions in cross-border purchase agreements.

Education: BA, Northwestern University; JD, University of Chicago Law School
Admissions: Illinois; New York
Languages: English
Interests: Rugby (former player and coach, Chicago Lions)

8/27/2026 2:38:00 PM

Earn-Outs Are Back. So Are the Disputes.

By James Thornton

With valuation gaps between buyers and sellers still wide in much of the mid-market, earn-outs have become a standard bridge again. In...