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Best Efforts Clauses Merger Agreements

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Affirms Akorn

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

Stinson - Corporate & Securities Law Blog

Chancery Describes Commercially Reasonable Efforts

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

Mayer Brown Free Writings + Perspectives

On point. – Contractual Standards: Distinctions without a Difference?

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

Morrison & Foerster LLP

Practice Pointers on Choosing Standards: “Commercially Reasonable Efforts,” “Best Efforts” and Similar Standards

Morrison & Foerster LLP on

Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

A&O Shearman

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

A&O Shearman 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

Miles & Stockbridge P.C.

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

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

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