The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
The Seventh Circuit Court of Appeals affirmed an Indiana court's order dismissing a claim by inventor Thomas Russell that his exclusive distributor, Zimmer, Inc., failed to use commercially reasonable efforts to sell...more
FEATURED ARTICLE - Efforts clauses are common in commercial agreements, including those involving real estate. Where one or both parties cannot guarantee a particular outcome, efforts clauses attempt to qualify obligations....more
Efforts clauses - Efforts clauses are common in commercial agreements, including those involving real estate. Where one or both parties cannot guarantee a particular outcome, efforts clauses attempt to qualify...more
Over the past several weeks, the novel coronavirus (COVID-19) has upended the marketplace and imposed upon industries, companies, and their workforce new and often unanticipated challenges and delays. Many deal and...more
On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more
Akorn, Inc., v. Fresenius Kabi AG et al will undoubtedly become known as the first case where a Delaware court found a material adverse effect, or MAC (often referred to as a material adverse effect, or MAE), to exist....more
Commercial agreements typically specify specific standards in describing the degree of effort that a party is expected to undertake in order to carry out certain contractual obligations. For example, in many contracts,...more
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