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Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
The accelerated development of artificial intelligence (AI) has shown the transformative potential of the technology across industries, making it an integral part of strategic planning for market participants, from technology...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
Level 4 Yoga, LLC v. CorePower Yoga, LLC, C.A. No. 2020-0249-JRS (Del. Ch. March 1, 2022) - In this post-trial decision, the Court of Chancery awarded specific performance to Plaintiff/franchisee who sought to enforce...more
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more
Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
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
Editor’s Note: Akin Gump is pleased to publish the first in a series of blog posts covering significant issues U.S. boards of directors may expect to face in 2022. In addition to ongoing pressures on the part of boards of...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
The American Bar Association (ABA) 2020 – 2021 Private Target Mergers & Acquisitions Deal Points Study[1] analyzed publicly available acquisition agreements for 123 transactions executed and/or completed in 2020 and the first...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
Bardy Diagnostics, Inc. v. Hill-Rom, Inc. C.A. No. 2021-0175-JRS (Del. Ch. Jul. 9, 2021) - Bardy manufactures a patch that measures heart rate. Its reimbursement rate for the patch had for years been set around $365 per...more
On July 9, 2021, the Delaware Court of Chancery (Slights, V.C.) issued an opinion in Bardy Diagnostics, Inc. v. Hill-Rom, Inc., No. 2021-0175-JRS, concluding that the requirements of a “material adverse effect” (“MAE”) clause...more
Prior to the Delaware Court of Chancery’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d 198 A.3d 724 (Del. 2018), no Delaware court had found the existence...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
Market Trends: What You Need to Know - Over the past almost 15 years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...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