Taylor Bartholomew

Troutman Pepper

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Buyer Beware: Untimely Delivery of Closing Statement Results in Waiver of the Right to Post-Closing Adjustments

In Schillinger Genetics, Inc. v. Benson Hill Seeds, Inc., the Delaware Court of Chancery held that plaintiff sellers were entitled to summary judgment on their claim that the buyer breached the parties’ purchase agreement by...more

2/9/2021 / Buyers , Closing Documents , Purchase Agreement , Sellers , Summary Judgment

Attorney-Client Privilege Does Not Pass to the Buyer in Asset Deal

A recent Delaware Court of Chancery decision confirms that, unlike in statutory mergers, the attorney-client privilege will remain with the target entity in an asset sale unless the attorney-client privilege is explicitly...more

6/9/2020 / Attorney-Client Privilege , Contract Terms , Motion to Compel , Purchase Agreement , Sale of Assets

Delaware Supreme Court Affirms Historic Material Adverse Effect Ruling

On December 7, 2018, the Delaware Supreme Court issued an order affirming the judgment of the Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018). ...more

12/7/2018 / Contract Termination , DE Supreme Court , Fresenius , Material Adverse Effects , Merger Agreements , Pharmaceutical Industry , Purchase Agreement

Delaware Court of Chancery Issues Unprecedented Material Adverse Effect Ruling

In a first-of-its-kind post-trial opinion, the Court of Chancery ruled on October 1 in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that German pharmaceutical company Fresenius Kabi AG had properly terminated its...more

10/4/2018 / Corporate Counsel , Fresenius , Material Adverse Effects , Merger Agreements , Pharmaceutical Industry , Purchase Agreement

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