Bryan Townsend on Mergers

Chancery Determines Pharmaceutical Company Complied with Merger Agreement’s Requirement To Use Commercially Reasonable Efforts

Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch. Apr. 30, 2024) - Stockholder representatives of an acquired corporation brought claims alleging that defendants had failed to use contractually-required...more

7/10/2024 / Breach of Contract , Merger Agreements , Mergers , Shareholders

Chancery Upholds Claims Against LLC Officers and Others Arising from Squeeze-Out of Minority Unitholders

Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023) - An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for...more

1/2/2024 / Board of Directors , Breach of Duty , Contract Terms , Fiduciary Duty , Limited Liability Company (LLC) , Mergers

Chancery Finds Asset Purchase Agreement Required Buyer to Indemnify Seller for Liability Under State Tobacco Settlement

ITG Brands LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Sept. 30, 2022) - Plaintiff acquired four cigarette brands from the defendant under an asset purchase agreement. Prior to entering into the APA, the...more

11/29/2022 / Acquisitions , Asset Purchase Agreements , Contract Interpretation , Contract Terms , Mergers , Purchase Agreement

Chancery Applies Plain Language of a Merger Covenant To Dismiss Acquirer’s Untimely Indemnification Claim and Deny Sellers’...

Supernus Pharms., Inc. v. Reich Consulting Grp., Inc., C.A. No. 2020-0217-MTZ (Del. Ch. Oct. 29, 2021) - Supernus Pharmaceuticals, Inc. acquired biotech startup Biscayne Neurotherapeutics, Inc. pursuant to a 2018 merger...more

1/11/2022 / Breach of Contract , Contract Terms , Merger Agreements , Mergers , Representations and Warranties

Superior Court CCLD Dismisses Complaint Seeking Insurance Coverage for Appraisal Proceeding

Jarden, LLC v. ACE Am. Ins. Co., C.A. No. N20C-03-112 AML CCLD (Del. Super. July 30, 2021) - Director and corporate liability insurance coverage is determined by the specific language of the insurance policies. Last year,...more

9/24/2021 / Appraisal , Appraisal Rights , Business Valuations , Fair Market Value , Mergers , Shareholders

Chancery Finds After Trial That $10 Billion Unit-for-Unit Merger Was “Fair and Reasonable” Under Partnership Agreement

Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Feb. 15, 2021) - This matter concerned limited partners’ challenge under the governing limited partnership agreement to an acquisition of the partnership by another...more

3/18/2021 / Breach of Contract , Covenant of Good Faith and Fair Dealing , Mergers , Partnership Agreements , Partnerships

Chancery Declines to Order Specific Performance of $5.8 Billion Luxury Hotel Deal Scuttled by COVID-19 Changes to Hotel Business...

AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, C.A. No. 2020-0310-JTL (Del. Ch. Nov. 30, 2020) - Parties to a sale and purchase agreement (“SPA”) had planned to close a deal to sell fifteen luxury hotels for $5.8...more

1/22/2021 / Board of Directors , Breach of Contract , Mergers , Shareholders

Chancery Interprets Merger Agreement Termination Fee Provision But Denies Summary Judgment to Resolve Questions of Fact in...

The Williams Cos., Inc. v. Energy Transfer LP, C.A. No. 12168-VCG (Del. Ch. July 2, 2020) - The Court of Chancery will enforce a merger agreement’s plain and unambiguous terms, including parties’ agreed-upon conditions for...more

8/14/2020 / Breach of Contract , Merger Agreements , Mergers , Termination Fees

Chancery Holds That Res Judicata Precludes Plaintiff’s Claim for Information Rights Under Merger Agreement

Fortis Advisors LLC v. Shire US Holdings, Inc., C.A. No. 2018-0933-JRS (Del. Ch. Feb. 13, 2020) - The doctrine of res judicata bars a plaintiff from splitting claims arising from a single transaction into multiple...more

3/24/2020 / Breach of Contract , Merger Agreements , Mergers , Res Judicata

Chancery Determines Appraisal “Fair Value” Below Merger Consideration, Questions Judicial Notice of Valuation Scholarship

In re Appraisal of Jarden Corp., Consol. C.A. No. 12456-VCS (Del. Ch. July 19, 2019). This decision presents another cautionary tale for stockholders of a target public company who consider seeking statutory appraisal...more

8/22/2019 / Appraisal , Business Valuations , Fair Market Value , Mergers , Shareholders

Bryan Townsend

Morris James LLP

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