Megamergers that deprive the American consumer of competition are illegal. But the urge to merge is often so strong that antitrust risks rarely prevent behemoths from the attempt. Long before parties sign deals, issue press...more
The COVID-19 pandemic has resulted in dramatic shifts in the way many companies operate. A recent spate of government restrictions have closed or limited nonessential businesses, and, although they vary by state, many of...more
A recent spate of government restrictions that have closed or limited nonessential businesses has raised a number of questions about how to reduce or shift the risks of closures in the future. ...more
When parties begin merger talks, it is with an eye toward getting the deal done, getting the sellers their consideration, and determining how the combined company can do a better job for customers, employees and shareholders....more
The phrase “come hell or high water” is said to have originated in the late 1800s in reference to the conditions cattle herders encountered when they trekked from Texas to the Midwest across large prairies in the summer heat...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
On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more
Equipment leasing presents a company with an opportunity to acquire the use of equipment without using its own cash or its bank line of credit. An understanding of the unique features of equipment lease contracts should help...more
Bankruptcy courts in the U.S. are widely viewed as favorable fora for debtors, trustees and creditors’ committees to pursue creative and difficult causes of actions against deep-pockets lenders and others in an attempt to...more