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Commercially Reasonable Efforts

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

A Diamond is Forever. What About Your Advertising Claim?

by Dorsey & Whitney LLP on

An advertising slogan like “A Diamond is Forever” may be eternal, but the same cannot be said about some comparative advertising claims. If a company advertises its product as superior to a competitive product, the ad claim...more

Layoffs Without WARN-ing: How to Use the Unforeseeable Business Circumstance Exception

A recent federal trial court decision out of Delaware, In re AE Liquidation, Inc. v. Burtch, No. 14-1492-LPS (D. Del. Mar. 31, 2016), illustrates how, even in the context of a very troubled business, the Worker Adjustment and...more

Charter Defeats TCPA Class Action Based Upon Safe Harbor Provision

by Benesch on

In Simmons v. Charter Communs., Inc., No. 15-cv-317, 2016 U.S. Dist. LEXIS 42091 (D. Conn. March 30, 2016), the District of Connecticut granted summary judgment in favor of Charter Communications in a putative class action...more

Enforceability Of Reasonable Endeavours And Good Faith Obligations In Mous And Lois - IPT Update

by DLA Piper on

Obligations to "use reasonable endeavours" and "negotiate in good faith" are often found in commercial agreements, and are a particularly common feature of preliminary agreements such as Memoranda of Understanding (MOU),...more

Top Ten Finance Litigation And Regulatory Decisions Of 2014

by Allen & Overy LLP on

A summary of the most interesting banking litigation and regulatory decisions from 2014. The selection is necessarily subjective and draws from a wide range of cases and developments that are of direct relevance to finance...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

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