Contract Drafting, Commercially Reasonable Efforts, Merger Agreements

Survival Guide to Structuring Life Sciences Partnering and M+A Agreements

Goodwin on 9/29/2021

The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more

Delaware Confirms the High Threshold for Material Adverse Effect Claims and Interprets ‘Commercially Reasonable Efforts’

Kramer Levin Naftalis & Frankel LLP on 1/9/2020

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

Analyzing Akorn: Delaware’s First M&A Termination Under Material Adverse Effect

Skadden, Arps, Slate, Meagher & Flom LLP on 10/22/2018

On October 1, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a 246-page post-trial opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that denied the seller’s (Akorn) request...more

On point. – Contractual Standards: Distinctions without a Difference?

Mayer Brown Free Writings + Perspectives on 8/17/2018

Commercial agreements typically specify specific standards in describing the degree of effort that a party is expected to undertake in order to carry out certain contractual obligations. For example, in many contracts,...more

Practice Pointers on Choosing Standards: “Commercially Reasonable Efforts,” “Best Efforts” and Similar Standards

Morrison & Foerster LLP on 10/12/2017

Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

Merger and Purchase Agreements Governed by Maryland Law: “Best Efforts"

Miles & Stockbridge P.C. on 1/19/2017

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more