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Before the pandemic, it was generally accepted that establishing an MAE was very difficult—indeed, only one case in Delaware, 2018's Akorn v. Fresenius Kabi, had ever found that an MAE occurred. Following the pandemic, this...more
The COVID-19 pandemic created many uncertainties and challenges for investors and operators alike across the Middle East, including in the United Arab Emirates, which is often considered a regional healthcare and business...more
In AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, et al., No. 71, 2021 (Del. Dec. 8, 2021), the Delaware Supreme Court, sitting en banc, affirmed a Court of Chancery judgment finding that a hotel owner violated its...more
Key Points - On December 7, 2021, the Delaware Supreme Court unanimously upheld the Court of Chancery’s decision in AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, finding that certain actions taken by the Seller...more
Even as economies pick up, dealmakers have maintained focus on managing the risk of broken deals - Lockdowns in 2020 brought a large uptick in terminated deals—and although broken deal rates have slowed, there has been a...more
The global outbreak of COVID-19 hit the United States in March 2020. Over a year later, it has irrevocably altered the way that M&A parties negotiate and structure agreements for the purchase and sale of private companies. ...more
In AB Stable VIII LLC v. Maps Hotel and Resorts One LLC et al., the Delaware Court of Chancery has published its first ruling regarding whether or not the effects of the COVID-19 pandemic constitute a material adverse effect...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
The Delaware Court of Chancery’s docket exploded with expedited “broken” deal litigation in 2020, driven by the impact of COVID-19. Beyond pandemic-related merger litigation, stockholder plaintiffs remained focused on claims...more
In AB Stable VIII LLC v. Maps Hotels and Resorts One LLC, the Delaware Court of Chancery issued a precedential decision addressing whether a buyer could walk away from an M&A transaction because the target company’s responses...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
On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more
Forescout Tech., Inc. v. Ferrari Grp. Holdings, L.P., C.A. No. 2020-0385-SG (Del. Ch. July 14, 2020) - In the midst of this global pandemic, the Court of Chancery certified an interlocutory appeal to the Delaware Supreme...more
Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic....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
Since the start of the COVID-19 pandemic, several buyers in M&A transactions have sought to avoid closing on a transaction alleging that the seller experienced a material adverse effect (MAE) or breached interim operating...more
Amid widespread business disruptions and economic uncertainty caused by the COVID-19 pandemic, many companies are reviewing, re-evaluating and even terminating outright proposed mergers and acquisitions (M&A) agreements. The...more
The outbreak of the novel coronavirus disease 2019 (COVID-19) and the uncertainty surrounding its long-term implications have caused a noticeable disruption in the consummation of mergers and acquisitions (M&A) transactions....more
As we have highlighted in recent alerts, M&A litigation is moving quickly to react and adapt to the ongoing COVID-19 pandemic. In a new case filed this week, it appears that lawyers for a spurned acquisition target have taken...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
The COVID-19 pandemic has shaken M&A transactions. Companies that entered into deal negotiations many months ago could never have anticipated that COVID-19 would impact the global economy in profound ways. In light of the...more
The COVID-19 crisis is highlighting pressure points in pending M&A deals that were negotiated before the pandemic’s effects became widespread. Last week, private equity firm Sycamore Partners terminated its deal to...more
In this period of significant market volatility and economic headwinds, risk allocation provisions in M&A agreements are likely to be the subject of heightened focus by parties to deals and, potentially, the courts. One such...more
Several COVID-19-related mergers and acquisitions (M&A) complaints have been filed with the Delaware Court of Chancery since the start of this month, with spurned sellers alleging that buyers experienced a change of heart due...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