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Mergers › Contract Interpretation

Bennett Jones LLP

ONSC Denies Claim for Acceleration of Earn-Out Payment

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The Ontario Superior Court of Justice recently released its decision in Project Freeway Inc. v ABC Technologies Inc. (2025 ONSC 1048), addressing whether certain post-closing transactions triggered the acceleration of an...more

Jenner & Block

The Importance of Drafting Precise Earnout Provisions in M&A Transactions

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In spring 2019, Pacira Biosciences, Inc. (Pacira) acquired MyoScience, Inc. (MyoScience). At the time of the merger, MyoScience only had one product, called “iovera,” which is a handheld device used primarily for pain relief....more

White & Case LLP

2023 Half-year in review – M&A legal and market developments

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We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Morris James LLP

Chancery Finds Asset Purchase Agreement Required Buyer to Indemnify Seller for Liability Under State Tobacco Settlement

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ITG Brands LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Sept. 30, 2022) - Plaintiff acquired four cigarette brands from the defendant under an asset purchase agreement. Prior to entering into the APA, the...more

Goodwin

English Court Rules On COVID-19 Material Adverse Effect In M&A Transaction

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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

Harris Beach Murtha PLLC

Will COVID-19 Qualify as a ‘Material Adverse Effect’?

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The pandemic and associated lockdown orders changed economic projections virtually overnight. As a result, organizations which were under contract at the onset of COVID-19 – e.g., to merge with or acquire another entity or...more

Akin Gump Strauss Hauer & Feld LLP

Merger Clause in a Patent License Agreement May Not Extinguish a Prior Covenant Not to Sue

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The Federal Circuit recently affirmed a district court’s holding that a merger clause in a patent license settlement agreement did not extinguish a prior covenant not to sue on the same patent because the agreement did not...more

Blank Rome LLP

Should an Accounting Firm or Auditor Really Decide Our Acquisition Disputes?

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Post-acquisition disputes often involve accounting issues to be resolved by an accounting firm or auditor. Clients need to analyze those issues carefully, particularly as legal issues often overlap with the accounting issues....more

K&L Gates LLP

Contract Language Must Be Unambiguous For Chancery Court to Grant Dismissal As Matter of Law

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In Fortis Advisors LLC v. Stora Enso AB letter opinion 180810, Stora Enso AB (the “Defendant”) filed a motion to dismiss the claims by Fortis Advisors LLC (the “Plaintiff”), alleging the merger agreement (the “Merger...more

Morris James LLP

Court of Chancery Explains Difference Between Experts and Arbitrators Under Delaware Law

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Penton Business Media Holdings LLC v. Informa PLC, C.A. No. 2017-0847-JTL (Del. Ch. July 9, 2018) - This decision explains the difference between agreeing to have a dispute decided by an expert rather than an arbitrator. ...more

Morris James LLP

Court Gives Great Weight to Pre-Merger Negotiations in Interpreting an Ambiguous Contract

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Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements...more

Benesch

InterConnect - Winter 2017

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As any mergers and acquisitions (M&A) practitioner knows, one of the keys to a successful transaction is ensuring that all of the moving pieces come together smoothly at the appointed time for closing. Regulatory issues...more

Jackson Walker

Confidentiality Agreements: How To Draft Them And What They Restrict

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I. Confidentiality Agreements And Their Effects Are Evolving - A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more

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