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Mergers › Specific Performance

Mayer Brown

Delaware Law Alert: Court of Chancery Orders Specific Performance in Acquisition of a Company Approaching Insolvency

Mayer Brown on

On March 24, 2025, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a post-trial opinion in Desktop Metal, Inc. v. Nano Dimension Ltd.,1 ordering the parties to comply with a merger agreement and close...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Enforces Specific Performance and Forces Merger to Close

Cadwalader, Wickersham & Taft LLP on

A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the...more

Paul Hastings LLP

A Victory for Deal Certainty: Reasonable Best Efforts Covenants Should be Taken Seriously

Paul Hastings LLP on

The recent decision of the Delaware Court of Chancery in Desktop Metal, Inc. v. Nano Dimension Ltd. and Nano USI I, Inc. provides valuable lessons for both sellers and buyers on deal certainty and reasonable best efforts...more

Dorsey & Whitney LLP

Hell-or-High-Water Clauses in Uncertain Regulatory Times

Dorsey & Whitney LLP on

​​​​​​​In a deal market as uncertain as this one, we have seen transactional lawyers more frequently resorting to pushing what are known as “hell or high water” clauses - clauses that obligate parties to take “any and all...more

Herbert Smith Freehills Kramer

Once More Unto the (Material) Breach: Twitter Sues Elon Musk to Enforce Agreement

Herbert Smith Freehills Kramer on

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

Hogan Lovells

Level 4 Yoga v. CorePower Yoga: COVID-19 shutdown not grounds for asset purchase repudiation - Corporate / M&A Decisions update...

Hogan Lovells on

In Level 4 Yoga, LLC v. CorePower Yoga, LLC, C.A. No. 2020-0249 (Del. Ch. March 1, 2022), the Delaware Court of Chancery granted Level 4, the owner of franchised yoga studios, an order of specific performance and compelled...more

Skadden, Arps, Slate, Meagher & Flom LLP

Analyzing Akorn: Delaware’s First M&A Termination Under Material Adverse Effect

Skadden, Arps, Slate, Meagher & Flom LLP on

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

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