Looking back at 2023 mergers and acquisitions (M&A) activity, antitrust-related breakup fees continued to be an important tool in allocating antitrust risk between deal parties. These typically take the form of a “reverse”...more
Divestment activity is poised to increase over previous years as COVID-19 economic conditions put pressure on companies to rebalance operating portfolios.
A 2020 EY Global Corporate Divestment Study, released earlier this...more
9/17/2020
/ Buyers ,
Carve Out Provisions ,
Coronavirus/COVID-19 ,
Divestiture ,
Employees ,
Human Resources Professionals ,
Patents ,
Risk Mitigation ,
Sellers ,
Software Licenses ,
Surveys
Market volatility arising from the COVID-19 pandemic may lead to increased hostile takeover activity and shareholder activism as some companies experience market valuations that they believe are not reflective of their...more
The myriad and rapidly evolving impacts of COVID-19, the disease caused by the novel coronavirus, are being felt across society—in the healthcare system, employment, politics and the economy. Those involved in corporate...more
3/16/2020
/ Acquisitions ,
Complex Corporate Transactions ,
Contract Negotiations ,
Contract Terms ,
Coronavirus/COVID-19 ,
Corporate Financing ,
Corporate Governance ,
Due Diligence ,
Material Adverse Change Clauses (MACs) ,
Mergers ,
State of Emergency ,
Strategic Planning ,
Target Company
In the first case following Akorn v. Fresenius to rule on a party’s entitlement to terminate a merger agreement on the basis of a material adverse effect (MAE), the Delaware Court of Chancery ordered Boston Scientific...more
12/24/2019
/ Acquisitions ,
Breach of Contract ,
Contract Termination ,
Due Diligence ,
Food and Drug Administration (FDA) ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Pharmaceutical Industry ,
Popular ,
Remedies
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
10/25/2018
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Confidentiality Agreements ,
Contract Negotiations ,
Contract Termination ,
Contract Terms ,
Food and Drug Administration (FDA) ,
Hell or High Water Clauses ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Ordinary Course of Business Defense ,
Pharmaceutical Industry ,
Representations and Warranties ,
Sandbagging ,
Sellers
Overview -
A recent Delaware Supreme Court case authored by Chief Justice Strine upholds the literal meaning of an earn-out provision that limited the buyer from taking action “intended to reduce or limit an earn-out...more
In Kahn v. M&F Worldwide Corp. (Del. Mar. 14, 2014), the Delaware Supreme Court recently decided that a going private transaction sponsored by the controlling stockholder of a Delaware corporation may, under certain...more