Litigation developments: core M&A and corporate governance doctrines
Will COVID-19 Qualify as a ‘Material Adverse Effect’?
MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series
On March 1, 2022, Vice Chancellor Slights of the Delaware Chancery Court ordered CorePower Yoga (“CorePower”) to close the acquisition of 34 yoga studios from its largest franchisee, Level 4 Yoga (“Level 4”). The parties...more
As COVID-19-related force majeure litigation continues to arise in both common and civil law jurisdictions, we take a first look at the approach to force majeure in civil law jurisdictions as compared to the common law...more
Your company has navigated the first six months of COVID, but what is around the corner? In this program, our lawyers will provide some clarity around the various legal issues that are, or could be, affected as we move...more
Recently Victoria’s Secret captured headlines that had nothing to do with the retailer’s famous fashion show. Victoria Secret’s parent company, L Brands, and private equity firm Sycamore Partners (“Sycamore”) exchanged...more
A little over a year ago, I wrote a blog post about the danger of relying on precedent. Now, more than ever, clients and their advisors need to revisit contract forms on which they may have been relying for years. While many...more
With the world still grappling with the outbreak of COVID-19, companies across a variety of industries have already suffered and anticipate further declines in their businesses and financial performances. This raises many new...more
As the nation (and much of the world) remains gripped in uncertainty surrounding the COVID-19 pandemic and the impact of the unprecedented measures being taken to combat its spread, one thing appears beyond doubt on the legal...more
COVID-19 is likely to have a significant impact on the (non-)performance of commercial contracts across all sectors. This note provides a high-level checklist of some of the key issues to consider when dealing with an actual...more
Risk allocation between parties is a key consideration in the negotiation of merger and acquisition (M&A) agreements. These contractual provisions are garnering even more attention as deal challenges continue to arise from...more
It is readily apparent that the COVID-19 pandemic has had an impact on transactional activity—at least in the short term—for both buyers and sellers across a range of industries. Whether parties are still moving forward with...more
The COVID-19 pandemic has caused a sudden disruption to businesses and halted almost all forms of global commerce. Contractual parties, lenders and borrowers, and parties to Merger and acquisition agreements are now closely...more
The coronavirus (“COVID-19”) outbreak, declared by the World Health Organization as a global pandemic, is having far-reaching consequences for businesses. The outbreak has led the South African government to declare a...more
The new coronavirus (“COVID-19”) pandemic has now impacted nearly every business across the world, and poses numerous issues for companies and projects in the energy and infrastructure sectors, as well as their investors and...more
The coronavirus COVID-19 is causing disruption across many business contexts and it would be prudent to do a check of your contractual obligations to determine if there are any consequences of the current disruption. While...more
In the last few weeks, we have seen a variety of domestic and cross-border mergers and acquisitions (M&A) and private equity transactions move forward, but in some cases we have seen bid processes being put on hold and the...more
Relavant Topics in International Financings Due to COVID-19 - Overview For existing financing arrangements: - Material Adverse Effect/Force Majeure... - New utilization requests... - Cancelation of existing...more
The global health crisis brought on by the spread of the Novel Coronavirus (“COVID-19”) continues to affect businesses of all sizes. This is causing uncertainty in businesses’ ability, or inability, to meet its contractual...more
The coronavirus (COVID-19) continues to create extensive uncertainty for individuals and businesses. For parties actively pursuing an M&A transaction, COVID-19 presents the buyer and seller with additional risks both pre- and...more
In the rapidly developing climate created by Coronavirus (COVID-19), there is evolving uncertainty on how the pandemic would be interpreted under M&A, finance and commercial agreements, and parties’ abilities to enforce or...more
As the spread of COVID-19 continues and the situation and circumstances surrounding COVID-19 seem to be changing by the minute, it is expected that the health and safety of people is on the forefront of everyone’s mind. ...more
The fallout from the World Health Organization-declared global pandemic arising from the coronavirus disease (“COVID-19”) is currently having, and will certainly continue for some time to have, severe impacts on almost all...more
As COVID-19’s impacts threaten to upend contractual relationships between parties doing business under Chinese law, it is critical to understand the legal landscape in China. - China’s statutory laws allow contracting...more
Goodwin has written extensively on the challenges presented by the COVID-19 coronavirus... among these important issues, we also want to encourage our clients to be proactive in responding to the potential impact of COVID-19...more
MAE. In any M&A transaction, a significant deterioration in the target’s business between signing and closing may upset the fundamental bargain struck between a seller and a buyer. M&A agreements typically address this risk...more
The mysterious new virus first hit the headlines in late 2019, with several cases of viral pneumonia emerging in Wuhan, China. Less than three months later, the new coronavirus has infected over 116,000 people worldwide and...more