News & Analysis as of

Damages Purchase Agreement

Goulston & Storrs PC

What's Market: Damage Mitigation Provisions

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In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

Marshall Dennehey

Florida Rule of Civil Procedure 1.442(c)(3)’s Apportionment Requirement Found Inapplicable by Virtue of Rule 1,442(c)(4) as the...

Marshall Dennehey on

Webjet Linhas Aereas S.A. etc., et al. v. ZGA Aircraft Leasing, Inc., 49 Fla. Weekly D620a (Fla. 3rd DCA 2024) - On March 20, 2024, the Third District Court of Appeal rendered a decision concerning the characterization of a...more

Pillsbury Winthrop Shaw Pittman LLP

Not So Fast: An Option to Purchase Real Estate May Not Always Be Rejected by the Debtor in Bankruptcy

A recent bankruptcy court decision determined that a debtor cannot reject an unexercised option for the purchase of its real estate, raising a potentially significant bar to any debtor extricating itself from an under-market...more

Davies Ward Phillips & Vineberg LLP

“Con Ed” Damages in Canadian Public M&A: Revisiting Cineplex v Cineworld in Light of Recent Delaware Case Law

What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more

Fox Rothschild LLP

Understanding the Differences in the Enforcement of Arbitration Awards and Expert Determinations

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Is there a difference in enforcement between an arbitration award and an expert determination pursuant to a contract? The answer is yes, according to a recent ruling by the 3rd Circuit U.S. Court of Appeals that includes...more

King & Spalding

Buyers Beware - Delaware Chancery Court Orders CorePower to Honor Acquisition of Franchisee Studios

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On March 1, 2022, Vice Chancellor Slights of the Delaware Chancery Court ordered CorePower Yoga (“CorePower”) to close the acquisition of 34 yoga studios from its largest franchisee, Level 4 Yoga (“Level 4”). The parties...more

Blake, Cassels & Graydon LLP

Un tribunal ontarien accorde d’importants dommages-intérêts à la suite d’une opération échouée dans le secteur des cinémas

Dans sa décision rendue récemment dans l’affaire Cineplex v. Cineworld, la Cour supérieure de justice de l’Ontario (rôle commercial) (la « Cour ») a accordé une somme de 1,24 G$ CA à titre de dommages-intérêts à la suite de...more

Blake, Cassels & Graydon LLP

Ontario Court Awards Blockbuster Damages for Busted Cinema Deal

In its recent decision in Cineplex v. Cineworld, the Ontario Superior Court of Justice (Commercial List) (Court) delivered a C$1.24-billion damages award for a busted M&A transaction that was a victim of the COVID-19...more

Goulston & Storrs PC

Damage Mitigation Provisions

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies - Inclusion of damage mitigation provisions in merger and acquisition...more

McCarter & English, LLP

The Delaware Court Of Chancery Finds That Fraud May Serve As An Alternate Source Of Recovery For Aggrieved Purchasers

McCarter & English, LLP on

Swift Acquisition Corp. v. Krauss, et al., Case No. 2019-0509-PAF (Del. Ch. Aug. 25, 2020)—The Delaware Court of Chancery may permit a purchaser to pursue claims for breach of contract and fraud against a seller and its...more

McGuireWoods LLP

2nd Circuit Suggests Precise Calculation of Damages Not Needed When Applying Contractual Damages Caps

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Purchase agreements commonly include contractual limitations on the potential liability of breaching parties, absent fraud or other wrongful behavior. These “damages caps” generally set a party’s liability at a fixed amount...more

Burr & Forman

SC body bag noncompete case exhumed, revisited

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Two years ago, we wrote about a noncompete decision in which a special referee found a business seller had breached a sales agreement by violating both a noncompete covenant and an exclusive sales provision contained in the...more

Burr & Forman

Non-Competes in the Employment Context Revisited

Burr & Forman on

In 2016 we wrote about a non-compete decision where special referee found that a seller of a business had breached a sales agreement by violating both a non-compete covenant and an exclusive sales provision contained in the...more

Polsinelli

Missouri Appellate Court Explores Legal Remedies after Failed Business Purchase, Joins the Trend of State Court Exploring the...

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A recent court case from Missouri’s Eastern District Court of Appeals provides insight on the intersection of declaratory judgments, legal damages, and equitable relief, particularly in disputes over complicated business...more

Katten Muchin Rosenman LLP

Delaware Court of Chancery Analyzes Damages Claims in Failed Asset Sale

The Delaware Court of Chancery recently denied, with one exception, cross-motions for summary judgment in an action to determine damages arising from a failed asset purchase agreement....more

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