Hexion v. Huntsman: Delaware Court Reiterates High Bar to Finding an MAE; Provides Guidance on Requirements of "Reasonable Best Efforts"

more+
less-

On September 29, the Delaware Court of Chancery issued its opinion in the dispute between Hexion Specialty Chemicals and Huntsman over their $10.6 billion merger agreement. In sum, the court found that:

*despite a downturn in the business of Huntsman, no material adverse effect (MAE) had occurred, and

*Hexion had breached its obligations to use reasonable best efforts to facilitate the merger and, because at least some of these breaches were ?knowing and intentional,? could be liable for damages in excess of a $325 million cap that might otherwise apply.

Accordingly, the court ordered Hexion to perform its covenants to facilitate the merger, including its covenants with respect to Hexion?s contemplated financing. The court noted that the merger agreement did not contemplate an order to consummate the merger itself, although a failure to consummate the merger in violation of the merger agreement could lead to monetary damages against Hexion.

See full legal update for more information.

LOADING PDF: If there are any problems, click here to download the file.


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP | Attorney Advertising

Written by:

more+
less-

Morrison & Foerster LLP on:

JD Supra Readers' Choice 2016 Awards
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×
Loading...
×
×