A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The decision establishes that a party is within its rights to back out of a deal...more
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more
Prior to the Delaware Court of Chancery’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d 198 A.3d 724 (Del. 2018), no Delaware court had found the existence...more
A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more
1/9/2020
/ Boston Scientific ,
Breach of Contract ,
Buying a Business ,
Commercially Reasonable Efforts ,
Contract Drafting ,
Contract Negotiations ,
Contract Termination ,
Corporate Sales Transactions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Fresenius ,
Material Adverse Effects ,
Merger Agreements ,
Pharmaceutical Industry ,
Representations and Warranties ,
Threshold Requirements