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
In a highly anticipated decision, the Ontario Superior Court of Justice – Commercial List held that Cineworld wrongly terminated its arrangement agreement to acquire Cineplex, which was awarded substantial damages....more
Recent Delaware cases appear to make two things clear. First, it remains extremely unlikely that a court will find an event or occurrence to fall within the general provisions of a Material Adverse Effect condition and as a...more
With the COVID-19 pandemic continuing to adversely impact businesses across the globe, for the past year lenders have been reviewing their portfolios for credit degradation. Credit agreements will often contain a clause in...more
One year ago, when we were finalizing our outlook for 2020, the world was in the early throes of the COVID-19 pandemic. While we anticipated that 2021 would bring many new challenges, few, if any, of us predicted at the time...more
Below is our Quarterly Corporate / M&A Decisions Update for decisions in Q4 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more
In a late night, 242-page decision, the Delaware Court of Chancery ruled that the buyer in a purchase and sale agreement was relieved of its obligation to close and could terminate the agreement as a result of the changes...more
A Material Adverse Effect clause in an SPA excluded conditions resulting from a pandemic except where those conditions would have a disproportionate effect on the target companies as compared to companies in the “industries”...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
As the Coronavirus (COVID-19) outbreak continues to spread across the globe, merger and acquisition transaction participants need to consider the impact it is having on M&A transactions both in terms of process and timeline...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
Given the current economic conditions relating to COVID-19, it is important that lenders conduct an internal review relating to potential pre-emptive revolver draws and take appropriate protective action to avoid making...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
The unexpected emergence of the COVID-19 virus presents a wide range of new challenges and opportunities. The initial reaction of the syndicated market has been to pull back. In these times, private credit lenders act as...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 widespread reach of the coronavirus (“Covid-19”) outbreak has unfavorably impacted numerous industries all over the world and sent shock waves across the global financial markets. As the outbreak has spread globally, a...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
The outbreak of coronavirus (also known as COVID-19) is reportedly impacting global manufacturing, transportation and cross-border supply chains underpinning many aspects of international trade and commerce. Some companies...more
At the end of December, China acknowledged the existence of the coronavirus, and this burgeoning heath crisis is becoming a supply chain problem. China, a major manufacturing hub for materials, products and components being...more
Now in its third month, the coronavirus outbreak that began in Wuhan, China, has claimed over 2,000 lives and brought one of the world’s most dynamic economies to a near standstill. ...more
The outbreak of novel coronavirus 2019-nCoV ("Coronavirus") is an extraordinary challenge for many transactions involving Chinese companies. In this section, we analyse its impact on certain key aspects of mergers and...more
On 31 January 2020, the World Health Organization has announced the outbreak of novel coronavirus (2019-nCov), sourced from Wuhan, as a Public Health Emergency of Concern. The impact of the coronavirus outbreak, social...more