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
As we begin 2025 and set our goals for the new year (realistic or unrealistic), we outline some of the significant English court rulings from 2024 and the key lessons they offer for the year ahead. In 2024, the courts...more
Elon Musk has lobbed in two additional termination letters since his original July 8 letter seeking to terminate his agreement to acquire Twitter for $44 billion. Each termination letter cites alleged false representations...more
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
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
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
The Delaware Supreme Court upholds a lower court's decision to allow Fresenius to sever its merger agreement with Akorn. On December 7, 2018, the Delaware Supreme Court unanimously affirmed Vice Chancellor Travis Laster's...more
As discussed in a prior client alert, on October 1, 2018, the Delaware Court of Chancery upheld a buyer’s termination of a merger agreement and found that the target had suffered a material adverse effect (“MAE”). Following...more