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Contract Interpretation Merger Agreements

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

Goodwin

English Court Rules On COVID-19 Material Adverse Effect In M&A Transaction

Goodwin on

On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more

Akin Gump Strauss Hauer & Feld LLP

Merger Clause in a Patent License Agreement May Not Extinguish a Prior Covenant Not to Sue

The Federal Circuit recently affirmed a district court’s holding that a merger clause in a patent license settlement agreement did not extinguish a prior covenant not to sue on the same patent because the agreement did not...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Strictly Interprets Merger Agreement in Finding That Rent-A-Center, Inc. Properly Terminated Its...

In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019), Vice Chancellor Glasscock of the Delaware Court of Chancery found that Rent-A-Center, Inc. (“Rent-A-Center”) properly...more

K&L Gates LLP

Contract Language Must Be Unambiguous For Chancery Court to Grant Dismissal As Matter of Law

K&L Gates LLP on

In Fortis Advisors LLC v. Stora Enso AB letter opinion 180810, Stora Enso AB (the “Defendant”) filed a motion to dismiss the claims by Fortis Advisors LLC (the “Plaintiff”), alleging the merger agreement (the “Merger...more

Morris James LLP

Court of Chancery Explains Difference Between Experts and Arbitrators Under Delaware Law

Morris James LLP on

Penton Business Media Holdings LLC v. Informa PLC, C.A. No. 2017-0847-JTL (Del. Ch. July 9, 2018) - This decision explains the difference between agreeing to have a dispute decided by an expert rather than an arbitrator. ...more

Harris Beach Murtha PLLC

The $100 Million Question is Answered With Extrinsic Evidence, Not Contra Proferentem

Last October, we reported on the issues at stake in Gold v. Rowland, the class action that claims that Connecticut state employees were members entitled to shares of stock when their insurer, Anthem, demutualized in 2001. The...more

Cooley LLP

Blog: When Approval for a Drug “Indication” Gets Murky: Drafting Milestones to Avoid Disputes

Cooley LLP on

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. While most disputes were not...more

Morris James LLP

Court Gives Great Weight to Pre-Merger Negotiations in Interpreting an Ambiguous Contract

Morris James LLP on

Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements...more

A&O Shearman

Delaware Chancery Court Focuses On Negotiation History In Denying Former Securityholders A Milestone Payment Based On The...

A&O Shearman on

On March 15, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery decided, post-trial, that a biopharmaceutical company was not required to pay a $50 million “milestone payment” under the terms of a merger...more

Allen Matkins

How Many Signatures Are Required For An Agreement of Merger?

Allen Matkins on

Corporations Code Section 313 generally provides that a contract, note or other instrument will not be invalidated as to a corporation by any lack of authority if it is signed by the corporation’s chairman of the board, the...more

Morris James LLP

Chancery Court Upholds Indicted Ex-Director's Advancement Rights

Morris James LLP on

Advancement provides corporate officials with immediate interim relief from the personal out-of-pocket financial burden of paying the significant ongoing expenses inevitably involved with defending investigations and legal...more

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