Jonathan Wagner

Kramer Levin Naftalis & Frankel LLP

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Delaware Court of Chancery Holds That ‘Effect of Termination’ Provision Bars Party Who Terminated Merger Agreement From Also...

In its recent decision in Yatra Online, Inc. v. Ebix, Inc., Case No. 2020-0444-JRS, 2021 WL 3855514 (Del. Ch. Aug. 30, 2021) (Slights, V.C.), the Delaware Court of Chancery dismissed plaintiff’s breach of contract and other...more

10/12/2021 / Breach of Contract , Contract Termination , Contract Terms , Corporate Counsel , Covenant of Good Faith and Fair Dealing , Implied Covenants , Merger Agreements , Mergers

Sustained or Transitory? Delaware Court of Chancery Finds No MAE Absent Proof of Durationally Significant Effect on Business

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

8/3/2021 / Acquisitions , Contract Termination , Contract Terms , Frustration of a Common Purpose , Material Adverse Effects , Merger Agreements , Mergers , Pharmaceutical Industry

Letters of Intent: A Litigation Trap for the Unwary

Letters of intent, or LOIs, serve an important purpose in corporate deals and M&A, and their use is widespread. Equally widespread is litigation concerning their enforceability. Unless commercial parties are careful, they may...more

11/25/2020 / Choice-of-Law , Contract Negotiations , Contract Terms , Corporate Sales Transactions , Damages , Forum Selection , Letters of Intent

Are There Limits to the Remedial Powers of an Indenture Trustee?

In the recent case of Cortlandt St. Recovery Corp. v. Bonderman (NY Ct. Ap. Feb. 20, 2018), the New York Court of Appeals addressed the question of the limits on the authority of an indenture trustee to pursue remedial...more

4/2/2018 / Cause of Action Accrual , Commercial Bankruptcy , Contract Terms , Indenture Trustee , Motion to Dismiss , Piercing the Corporate Veil , Private Equity , Pro Rata Allocation Rule , Third-Party

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