Merger Agreements, Termination Fees

Tax Court Says AbbVie's $1.6B Break Fee Payment to Shire Properly Deducted as Ordinary Expense

Fenwick & West LLP on 6/18/2025

A break fee in a merger-gone-south can be deducted as an ordinary expense, the U.S. Tax Court held today, finding for biopharmaceutical giant AbbVie and rejecting the IRS’s argument that AbbVie must treat the fee as a capital...more

Stalking Horse Bidder May Be Entitled to Administrative Priority for Expenses Despite Failure to Close Bankruptcy Sale

Jones Day on 9/21/2021

In In re Energy Future Holdings Corp., 990 F.3d 728 (3d Cir. 2021), the U.S. Court of Appeals for the Third Circuit ruled that even though a "stalking horse" bidder failed to obtain necessary regulatory approvals to close an...more

Presidio Shines Light on Key Delaware Deal Litigation Trends and Topics

Skadden, Arps, Slate, Meagher & Flom LLP on 6/28/2021

In Firefighters’ Pension System of the City of Kansas City, Missouri Trust v. Presidio, Inc., Vice Chancellor Laster of the Delaware Court of Chancery dismissed claims against directors of Presidio, Inc. (Presidio) and...more

Chancery Interprets Merger Agreement Termination Fee Provision But Denies Summary Judgment to Resolve Questions of Fact in...

Morris James LLP on 8/14/2020

The Williams Cos., Inc. v. Energy Transfer LP, C.A. No. 12168-VCG (Del. Ch. July 2, 2020) - The Court of Chancery will enforce a merger agreement’s plain and unambiguous terms, including parties’ agreed-upon conditions for...more

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

White & Case LLP on 2/19/2020

We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

Merger Agreements › Termination Fees

Tax Court Says AbbVie's $1.6B Break Fee Payment to Shire Properly Deducted as Ordinary Expense

Stalking Horse Bidder May Be Entitled to Administrative Priority for Expenses Despite Failure to Close Bankruptcy Sale

Presidio Shines Light on Key Delaware Deal Litigation Trends and Topics

Chancery Interprets Merger Agreement Termination Fee Provision But Denies Summary Judgment to Resolve Questions of Fact in...

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

"My best business intelligence, in one easy email…"