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Buyers Corporate Counsel

Troutman Pepper

Say What You Mean and Mean What You Say: Chancery Court Confirms Arbitration Award Requiring Seller to Pay Buyer $87 Million for...

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In a recent order, the Delaware Court of Chancery “reluctantly” confirmed an arbitrator’s award arising from a post-closing purchase price adjustment dispute between a seller of a chain of grocery stores and a private equity...more

A&O Shearman

Market Check: Lessons from The Activision-Microsoft Merger

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On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for...more

Skadden, Arps, Slate, Meagher & Flom LLP

US and EU Regulators Increase Scrutiny of Vertical Mergers

US Regulators Pursue an Expansive View of Antitrust Laws - For almost two years, industry participants have felt the effects of the Biden administration’s “big is bad” approach to antitrust — not only in technology sectors,...more

Sheppard Mullin Richter & Hampton LLP

Mergers & Acquisitions Insights: Perspectives from the Boardroom and C-Suite

Kandace Watson, Corporate M&A Partner, Sheppard Mullin, and Michael-Bryant Hicks, a seasoned EVP, General Counsel & Corporate Secretary recently discussed mergers and acquisitions perspectives from the Boardroom and C-Suite....more

Conyers

Adventures in Wonderland

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Once upon a time, long, long ago, the Queen of Hearts would proclaim in a fanciful way: “Off with their heads!” at the slightest sign of difficulty with her subjects in Wonderland. Over one-and-a-half centuries after...more

White & Case LLP

US Court of Appeals for Federal Circuit Vacates US Court of International Trade Decision That Would Have Let Customs Reject...

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A recent (August 11, 2022) US Court of Appeals for the Federal Circuit ("CAFC") opinion, Meyer Corp., US v. United States,1 has relieved many concerns that a previous decision by the US Court of International Trade ("CIT")...more

McDermott Will & Emery

FTC Takes Action Limiting Overbroad M&A Non-Compete

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WHAT HAPPENED - • GPM Investments (GPM) acquired 60 gas stations from Corrigan Oil (Corrigan). • As part of the acquisition agreement, Corrigan agreed not to compete for a period of time with the gas stations purchased...more

Husch Blackwell LLP

Delaware Chancery Court Decisions Outline Important Drafting Points for Earnout Terms in M&A Transactions

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Overview- Earnout provisions give sellers of a company rights to additional consideration if the acquired business achieves certain financial goals or specified milestones post-closing. Earnouts are often used to bridge...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Shines Spotlight on Boilerplate Purchase Agreement Provisions

\This December, the Delaware Supreme Court penned two decisions that shined the spotlight on purchase agreement provisions that are often afterthoughts in negotiations. In Golden Rule Financial Corporation v. Shareholder...more

Ballard Spahr LLP

Hotel Group Seller’s COVID-19 Response Breaches ‘Ordinary Course’ Covenant, Excusing Buyer’s Performance

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Delaware’s Supreme Court held this month that a buyer’s obligation to close a hotel group purchase was excused where the seller adopted what it described as “proportional changes in response to extraordinary...more

Faegre Drinker Biddle & Reath LLP

Amazon Notches Another Win on Personal Injury Liability Relating to Third-Party Seller Products

For some time, we have been following the emerging case law on whether companies, such as Amazon, that create an online marketplace for other sellers, may be held liable when products supplied by those sellers cause injury....more

White & Case LLP

Notable decisions from Delaware courts

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Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

McDermott Will & Emery

FTC “Prior Approval” Policy for Future Transactions Raises Antitrust Risks for Buyers and Sellers

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The US Federal Trade Commission (FTC) voted July 21, 2021, to repeal a 1995 policy statement that eliminated prior approval and prior notice provisions from most merger settlements. In repealing this longstanding policy—and...more

Cooley LLP

Blog: Delaware Puts the Conduct of Business Covenant on Center Stage in COVID-Related M&A Dispute

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In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result...more

Troutman Pepper

Changes to Target’s Business Prompted by COVID-19 Pandemic Breached Ordinary Course Covenant, Permitting Buyer to Escape Deal

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In a recent decision, the Delaware Court of Chancery permitted a buyer to escape its obligation to acquire a target from a seller under the parties’ purchase agreement because the target had made extensive changes to its...more

Haug Partners LLP

Amazon Announces It Will Publicly Display U.S. Third Party Sellers’ Names and Addresses to Combat Counterfeit e-Commerce Goods

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In 2020, Amazon, one of the world’s largest e-commerce platforms, has implemented and established strategies, features and resources that are noteworthy to address the rampant issue of counterfeiting and piracy throughout...more

Akin Gump Strauss Hauer & Feld LLP

Preserving Privilege Post-Merger

The Delaware Court of Chancery recently upheld a provision in a merger agreement that prevented the buyer from using privileged emails between the seller and its attorneys in post-closing litigation. The decision, in...more

Akin Gump Strauss Hauer & Feld LLP

Buyer’s Recourse: Delaware Court Validates Merger Termination Under Rarely Enforced Escape Clause

• In a rare move, the Delaware Court of Chancery affirmed a buyer’s contractual right to terminate a $4.75 billion merger based on a sudden and sustained decline in the seller’s business. • The decision provides guidance to...more

Parker Poe Adams & Bernstein LLP

South Carolina Court of Appeals Says 150-Mile Geographic Restriction in Non-Compete is Unreasonable

South Carolina courts evaluate the enforceability of non-compete provisions executed in the employment context and in connection with the sale of the business under the same reasonableness test. To be enforceable in South...more

Seyfarth Shaw LLP

Is An Asset Purchaser Liable For Seller’s Withdrawal Liability?

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Many asset buyers believe that, as long as they do not agree to ERISA Section 4204’s sale of assets exception to withdrawal liability, they will acquire the seller’s assets free and clear of any prior contribution history and...more

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