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Contract Termination Sellers

Strafford

[Webinar] Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, and Other Provisions - July...

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This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more

Faegre Drinker Biddle & Reath LLP

Delaware Supreme Court Finds COVID-19 Business Adjustments Entitle Company’s Buyer to Terminate Contract

One consequence of the COVID-19 pandemic is that many businesses were forced to adjust their operations in an effort to slow the spread of the virus. In many ways such adjustments are a routine business response to external...more

A&O Shearman

Delaware Supreme Court Affirms Excused Performance For Breach Of “Ordinary Course” Covenant During Pandemic

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On December 8, 2021, the Supreme Court of Delaware sitting en banc affirmed a Court of Chancery ruling that excused the buyer of a group of high-end hotel properties (the “Buyer”) from closing on the acquisition from AB...more

Pillsbury Winthrop Shaw Pittman LLP

Snow Phipps: No MAE or Ordinary Course Breach Related to COVID-19

Delaware Chancery Court awards specific performance after finding that buyer failed to demonstrate a material adverse effect or ordinary course breach by target and that buyer failed to use reasonable best efforts to obtain...more

Jaburg Wilk

Does a Prior Breach Excuse a Counter Breach

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As any parent with more than one child can attest, most people, including not only children but also adults, believe that if another person commits the first offense, then a counter, or retaliatory offense is justified. Such...more

White & Case LLP

Most pending US M&A deals are proceeding as agreed, despite COVID-19

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We highlight the responses companies are taking in light of the current environment and the arguments some buyers are making to terminate transactions. The COVID-19 pandemic has caused a steep decline in US M&A activity in...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Declines to Find a Material Adverse Effect and Orders Specific Performance of a Merger

On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more

White & Case LLP

Peak performance: US M&A in 2018: Deal changing decisions from Delaware

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In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Affirms Akorn

On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more

Fenwick & West LLP

Akorn v. Fresenius: Important Practical Lessons from First-Ever Material Adverse Effect

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On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more

Dechert LLP

Recent Delaware Case Makes First Finding of "Material Adverse Effect": Key Takeaways

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The recent decision of the Delaware Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG et. al is the first time a Delaware court has found a material adverse effect in the M&A context, and reinforces current Delaware law...more

Akin Gump Strauss Hauer & Feld LLP

Buyer’s Recourse: Delaware Court Validates Merger Termination Under Rarely Enforced Escape Clause

• In a rare move, the Delaware Court of Chancery affirmed a buyer’s contractual right to terminate a $4.75 billion merger based on a sudden and sustained decline in the seller’s business. • The decision provides guidance to...more

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