News & Analysis as of

Best Efforts Clauses

Delaware Supreme Court Determines "Reasonable Best Efforts" Provisions Impose Affirmative Obligations, But Affirms Chancery...

by Shearman & Sterling LLP on

On March 23, 2017, the Supreme Court of Delaware affirmed the Court of Chancery’s denial of an injunction sought by plaintiff The Williams Companies, Inc. to prevent defendant Energy Transfer Equity, L.P. from terminating a...more

Best Efforts – A California Perspective

by Allen Matkins on

UCLA Law School Professor Stephen Bainbridge posted some thoughts yesterday on the meaning of contractual “best efforts” requirements. See What do “best efforts” and variants mean? A proposed set of definitions. The...more

Delaware Supreme Court Affirms Energy Transfer’s Termination of Merger Agreement for Lack of Tax Opinion

by White & Case LLP on

Resolving a dispute surrounding one of the largest M&A deals of 2015, the Delaware Supreme Court affirmed the Delaware Chancery Court's decision allowing Energy Transfer Equity, L.P. to terminate its proposed acquisition of...more

Merger and Purchase Agreements Governed by Maryland Law: “Best Efforts"

by Miles & Stockbridge P.C. on

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

Global Private Equity Newsletter - Winter 2017 Edition: Is Arguing Over the Appropriate Level of Efforts Worth the Effort?

by Dechert LLP on

The recent Delaware case, Williams Cos v. Energy Transfer Equity LP (No. CV 12168-VCG, (Del. Ch. June 24, 2016)), sought to provide some additional guidance on this question, but at bottom the standard adopted by the court is...more

Are ‘Best Efforts’ Provisions Enforceable in Maritime Contracts?

Parties to maritime contracts frequently include requirements that one or the other party or both of them will use their “best efforts” to perform duties described in the contract. But they also frequently give little thought...more

Court Of Chancery Limits Implied Covenant Claims

by Morris James LLP on

When a contract spells out that its obligations are to be carried out in a “commercially reasonable best efforts” manner, it will be harder to argue there is any gap that the covenant of good faith and fair dealing may fill....more

Inside M&A - Summer 2014

by McDermott Will & Emery on

“Commercially Reasonable Efforts” Diligence Obligations in Life Science M&A" - More than 80 percent of all deals in the pharmaceutical, medical device and biotech industries include an earnout structure that provides...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts [Video]

by Latham & Watkins LLP on

Latham & Watkins partner David Walker explains the M&A term best efforts, a common provision in an acquisition agreement that describes how hard a party needs to work to make good on its commitments. For additional...more

Best Efforts or Reasonable Efforts? — How Legal Efforts Standards Can Affect You

It’s very popular for people to talk about giving “110%” these days. Suddenly, giving 100% effort seems like slacking. And what about just partial attempts, like 75%? Although they are contract provisions that are often...more

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