PODCAST: Williams Mullen's Trending Now: An IP Podcast - IP and M&A Transactions
What's Important to Get Right in the Term Sheet?
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
How to prepare for a merger and acquisition in logistics and transportation
Mergers and Acquisitions - Key Issues in Today's M&A Deals
In-house Roundhouse: Integrating Companies Post-Merger
M&As – Novation and Recertification
FCPA Compliance and Ethics Report-Episode 158-Jeff Lurie on pre-acquisition M&A protocols
Dentons Dacheng Deal Done: Will BigLaw Follow Suit?
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
In Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc., the Delaware Court of Chancery addressed an earnout dispute, holding that a buyer violated its contract with the seller by failing to use...more
In two significant recent opinions, the Delaware Chancery Court ruled against the buyers of life sciences companies, holding that they failed to apply commercially reasonable efforts to achieve earnout milestones. In Fortis...more
In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more
On April 30, 2024, in Himawan, et al. v. Cephalon, Inc., et al., the Delaware Court of Chancery held that the defendant acquiror complied with its contractual obligations to use commercially reasonable efforts to achieve...more
The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more
A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more
Recent Delaware decisions in Williams Companies v. Energy Transfer Equity, L.P., and Akorn, Inc. v. Fresenius Kabi AG, examined contract provisions requiring “commercially reasonable efforts” and “reasonable best efforts” and...more
On December 28, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss a breach of contract claim brought by former stockholders of Ception Therapeutics, Inc. (“Ception”) against...more
Akorn Found - In Vice Chancellor J. Travis Laster’s recent opinion in Akorn, Inc. v. Fresenius Kabi AG, he discusses (on pages 212-216) the general subject of “efforts” clauses in contracts governed by Delaware law. The...more
On October 1, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a 246-page post-trial opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that denied the seller’s (Akorn) request...more
Commercial agreements typically specify specific standards in describing the degree of effort that a party is expected to undertake in order to carry out certain contractual obligations. For example, in many contracts,...more
Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more
In its recent decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court offered guidance on the interpretation of the “commercially reasonable efforts” standard in a merger...more
Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more