News & Analysis as of

Breach of Contract Acquisitions

Mayer Brown

Delaware Law Alert: Court of Chancery Orders Specific Performance in Acquisition of a Company Approaching Insolvency

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On March 24, 2025, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a post-trial opinion in Desktop Metal, Inc. v. Nano Dimension Ltd.,1 ordering the parties to comply with a merger agreement and close...more

WilmerHale

Use of Software by Divested Business After Spinout Brings $80,000,000 Lawsuit

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As more companies seek to spin out non-core businesses and the market for carve out divestitures heats up, counsel representing potential buyers and sellers should be prepared to identify and mitigate key risks that may arise...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Enforces Specific Performance and Forces Merger to Close

A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the...more

Jenner & Block

The Importance of Drafting Precise Earnout Provisions in M&A Transactions

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In spring 2019, Pacira Biosciences, Inc. (Pacira) acquired MyoScience, Inc. (MyoScience). At the time of the merger, MyoScience only had one product, called “iovera,” which is a handheld device used primarily for pain relief....more

Paul Hastings LLP

A Victory for Deal Certainty: Reasonable Best Efforts Covenants Should be Taken Seriously

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The recent decision of the Delaware Court of Chancery in Desktop Metal, Inc. v. Nano Dimension Ltd. and Nano USI I, Inc. provides valuable lessons for both sellers and buyers on deal certainty and reasonable best efforts...more

Pillsbury Winthrop Shaw Pittman LLP

Share Transfer Tripwire: Some Hidden Risks in Deed of Adherence Clauses

Certain provisions commonly found in joint venture and shareholder documentation for early-stage and investment companies are so ubiquitous that they are often accepted without negotiation or full consideration of their wider...more

Sheppard Mullin Richter & Hampton LLP

Closing Time: Hell, High Water, and Insights from the Delaware Chancery Court Decision in Desktop Metal v. Nano Dimension

Cross-border M&A deals frequently present unique issues and strategic closing considerations for transaction parties to navigate—including national security approvals. In a recent Delaware Chancery Court decision, these...more

Foley & Lardner LLP

Clear Terms of Franchise Agreement Are Enforced Against Franchisee

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A recent federal court decision in T&T Management, Inc. v. Choice Hotels, Inc. underscores key contractual and operational considerations for franchisors. T&T filed suit in U.S. District Court for the District of Minnesota...more

Morris James LLP

Superior Court Sustains Alternative Claims for Breach of Contract and Implied Covenant in Dispute Between Medicare Advantage...

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Premium Choice Ins. Servs. v. Innovative Fin. Group Holdings, LLC, C.A. No. N24C-01-006 PRW CCLD (Del. Super. Ct. July 9, 2024) - Plaintiff Premium and defendant IFG were middlemen in the market for Medicare Advantage...more

Goodwin

Life Sciences Licensing and M&A Update: Catching Up on Recent Decisions Affecting Commercially Reasonable Efforts Definitions and...

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Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more

DarrowEverett LLP

Survival Periods and Delaware’s Statute of Limitations in M&A

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Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

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A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Winstead PC

Key Considerations in Review of NDAs as a Buyer

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When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more

Stradling Yocca Carlson & Rauth

Representation and Warranties Play a Crucial Role in Business Transactions

Representations and warranties play a crucial role in business transactions and are commonly used in merger and acquisition agreements to allocate risk between sellers and buyers. Accurate representations and reliable...more

Foley & Lardner LLP

Significant Recent Decisions Relevant To Private Company M&A

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In navigating the complex world of private company mergers and acquisitions (M&A), understanding recent legal decisions is paramount. This white paper serves as a guide, distilling intricate court rulings into digestible...more

Farrell Fritz, P.C.

Stop Blaming the Parents! – The Scope of Parental Liability for a Subsidiary’s Contract

Farrell Fritz, P.C. on

Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v....more

McGuireWoods LLP

Delaware Court of Chancery Questions Enforceability of Con Ed Provisions

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So-called Con Ed provisions emerged as M&A practitioners’ response to Consolidated Edison, Inc. v. Northeast Utilities, a 2005 case in which the 2nd U.S. Circuit Court of Appeals held that stockholder plaintiffs did not have...more

Morris James LLP

Chancery Refuses to Order Specific Performance Due to Inaccurate Representations and Warranties

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Restanca, LLC v. House of Lithium, Ltd., C.A. No. 2022-0690-PAF (Del. Ch. Jun. 30, 2023) - The parties seeking specific performance of an agreement must establish a clear right to performance, including that all conditions...more

McGuireWoods LLP

Court Applies Purchase Price Multiple to Determine Damages in Post-Acquisition Dispute

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On Oct. 13, 2023, a New York federal court held that sellers who breached representations made in an asset purchase agreement were liable to the buyer for damages calculated using an implied purchase price multiple from the...more

Holland & Knight LLP

What Representations & Warranties Insurance Can Do for Your M&A Deals in Latin America

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In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more

Proskauer - Minding Your Business

Negotiating with a Noob M&A Target? Go Easy on Them, says Delaware Chancery

Buy-side executives in an M&A deal negotiate with their sell-side counterparts for months, plying them for information, assessing the seller’s weaknesses and pressure points, and even making informal entreaties when the...more

Woodruff Sawyer

Understanding the Rising Tide of R&W Claims: A Mid-Year Review

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Now that we are halfway through 2023, it’s a good time for a representations and warranties (R&W) claims trend update. Overall, the rate of claims has been relatively consistent with previous years, while the number of claims...more

Kramer Levin Naftalis & Frankel LLP

Case Alert: AluminumSource, LLC v. LLFlex, LLC

A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more

Woodruff Sawyer

M&A Insurance: 2023 First Quarter Roundup

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With March now squarely in the rearview mirror, we thought it was time to look at the first quarter of 2023 from a historical perspective in terms of pricing and retentions and to discuss some emerging trends....more

Woodruff Sawyer

Representations and Warranties Trends for 2023

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With 2022 fully in the rearview mirror, we would like to highlight some trends we expect to see continuing into 2023. The economy continues to face tremendous uncertainty. According to the World Bank’s Global Economic...more

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