News & Analysis as of

Share Purchase Agreements

McDermott Will & Emery

EU General Court Clarifies Rules on Gun Jumping

McDermott Will & Emery on

On September 22, 2021, the EU General Court (GC) upheld a decision from the European Commission (Commission) by which it fined telecommunications operator Altice for gun jumping (T-425/18, Altice Europe v Commission). In...more

WilmerHale

EU Court Tightens Gun Jumping Rules

WilmerHale on

On 22 September 2021, the EU’s second-highest court, the General Court, confirmed the European Commission’s 2018 decision (Case T-425/18—Altice Europe v. Commission) imposing an EUR 124 million fine on Altice Europe NV...more

Allen & Overy LLP

No unjust enrichment claim for total failure of consideration where valid contract

Allen & Overy LLP on

A judge was right to dismiss an unjust enrichment claim when it contradicted the express terms of a valid share purchase agreement....more

Hogan Lovells

Snow Phipps Group v. KCAKE Acquisition: DE addresses MAE based on COVID-19 impact

Hogan Lovells on

In Snow Phipps Group, LLC v. KCAKE Acquisition, Inc. (C.A. No. 2020-0282-KSJM), the Delaware Court of Chancery ordered specific performance of a US$550 million acquisition, rejecting the buyer’s argument that the impact of...more

Sheppard Mullin Richter & Hampton LLP

Signing Contracts as a Representative May Lead to Individual Liability

Tharunidhar Narravula et al v. Perosphere Technologies, Inc. et al, Index No. 900410-21, Supreme Court, Albany County - In Narravula v. Perosphere Tech., 2021 NY Slip Op 50510(U) (Sup. Ct. Albany Cnty. 2021), Justice...more

Latham & Watkins LLP

Tackling “Long COVID” in PE Acquisitions - 4 Symptoms for Dealmakers to Examine and Treat

Latham & Watkins LLP on

From potential cartel behaviour to repaying government loans, deal teams should remain alert to lingering issues rooted in a company’s response to the pandemic. The recovery of the European PE market since the early days of...more

Dentons

What is reasonable detail in a buyer's notice of claim under a share purchase agreement? Court of Appeal decision

Dentons on

The Court of Appeal has overruled a decision of the High Court as to what constituted "reasonable detail" in a buyer's notice of claim under a share purchase agreement, in circumstances where the sellers were aware of the...more

FTI Consulting

NEP Canada Awarded $185 Million Judgement in Post-Acquisition Dispute

FTI Consulting on

The assets which are the subject of this dispute involve a number of oil fields in Alberta. Those assets included wells, pipelines and facilities in the Pembina field, the Leduc-Woodbend field and others. NEP acquired...more

FTI Consulting

NEP Canada Awarded $185 Million Judgement in Post-Acquisition Dispute

FTI Consulting on

Overview of the Dispute - The assets which are the subject of this dispute involve a number of oil fields in Alberta. Those assets included wells, pipelines and facilities in the Pembina field, the Leduc-Woodbend field and...more

Bass, Berry & Sims PLC

Key Considerations for Emerging Companies: Equity Compensation

Equity compensation – which links the self-interests of a company’s service providers with the interests of the company and its investors – is a compelling incentive for start-up companies to attract and motivate employees...more

Faegre Drinker Biddle & Reath LLP

M&A Dispute Provides Rare Glimpse Into English Courts’ Approach to Breach of Warranty Claims

English M&A counsel are often heard telling their clients that breach of warranty claims will likely settle out of court. This certainly seems to have been the case in the past, and we are all aware of the paucity of binding...more

Cadwalader, Wickersham & Taft LLP

Bouncing Back January 28, 2021 | Issue No. 20 - English Courts Consider Material Adverse Effect Clause Invoked by the Effects of...

In the recent case of Travelport Ltd v Wex Inc [2020] EWHC 2670 (Comm) (the “Travelport Case”), the High Courts of England considered the construction of a material adverse effect clause (“MAE Clause”) in which a party sought...more

Blake, Cassels & Graydon LLP

COVID-19 : Un tribunal se penche sur le droit de résiliation en cas d’EDI et l’engagement relatif au cours normal des affaires

Dans sa décision rendue récemment dans l’affaire Fairstone Financial Holdings Inc. v. Duo Bank of Canada (l’« affaire Fairstone »), la Cour supérieure de justice de l’Ontario (rôle commercial) (la « Cour ») s’est penchée sur...more

Blake, Cassels & Graydon LLP

Court Considers MAE Termination Right and Ordinary Course Covenant in Context of COVID-19

In its recent decision in Fairstone Financial Holdings Inc. v. Duo Bank of Canada (Fairstone), the Ontario Superior Court of Justice (Commercial List) (Court) addressed the interpretation of material adverse effect (MAE)...more

Morrison & Foerster LLP

MoFo 2020 Asia Buyouts Report: Update On Deal Terms – II. Fair Disclosure

We looked at 28 deals across Asia signed or closed pre-COVID-19 in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target. We examined the common key...more

Morris James LLP

Chancery Finds Warrant Issuance Triggered Stockholder Preemption Rights

Morris James LLP on

L-5 Healthcare Partners, LLC v. Alphatec Holdings, Inc., C.A. No. 2019-0412-KSJM (Del. Ch. Oct. 12, 2020) - Pursuant to a share purchase agreement, a plaintiff stockholder had preemption rights that entitled the...more

Skadden, Arps, Slate, Meagher & Flom LLP

WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps

On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more

Carlton Fields

Court Rejects Claim Based on Interpretation of Clause in Private Purchase and Sale Agreement of Shares and Other Matters

Carlton Fields on

The United States Bankruptcy Court for the District of Puerto Rico recently rejected a defendant’s arguments that a clause in a Private Purchase and Sale Agreement of Shares and Other Matters was invalid under Supreme Court...more

Barnea Jaffa Lande & Co.

Israeli M&A players take note, the Warranty & Indemnity (W&I) Insurance market has matured

We have seen continued increase in the use of W&I insurance, particularly in Private Equity backed deals, and across the spectrum of transaction sizes. Insurance limits placed globally by Marsh in 2019 grew by 51% from 2018,...more

Proskauer - Tax Talks

High Court decision highlights importance of ensuring claims notices include required information

Proskauer - Tax Talks on

In Dodika Ltd & Ors v United Luck Group Holdings Limited, the High Court (HC) has accepted the sellers’ argument that a notice of a tax claim under a tax covenant served on them by the buyer was invalid because it did not...more

Proskauer - Minding Your Business

UK Arbitration H1 2020: 6 Months and 6 Key Messages from the English Courts, Part 1

With an uptick in commercial wrangles expected as a result of measures taken to combat Covid-19, England is not alone in seeking to provide a welcoming jurisdiction to deal with such disputes. In this two-part post, we...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Holds Indirect Equity Holders Not Bound by ROFR

In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., the Delaware Supreme Court reversed the Court of Chancery and held the ROFR in an investor rights agreement was not applicable to an indirect...more

WilmerHale

COVID-19: As Corporate Insiders Look to Buy, a Reminder to Look Both Ways Before Crossing …

WilmerHale on

While corporate stock buybacks, as well as dividend payments, are receiving significant scrutiny in the face of the coronavirus pandemic as companies look to preserve cash, the same is not currently true for stock purchases...more

Dentons

Covid-19 and material adverse change clauses in share purchase agreements (in Italian)

Dentons on

COVID-19 AND THE "MATERIAL ADVERSE CHANGE" CLAUSES IN THE CONTRACTS OF SALE OF PARTICIPATIONS - As of March 13, 2020, the COVID-19 epidemic has spread to more than 120 countries around the world, taking on the character of...more

Hogan Lovells

Impact of the Coronavirus outbreak on M&A and JV Transactions

Hogan Lovells on

The outbreak of novel coronavirus 2019-nCoV ("Coronavirus") is an extraordinary challenge for many transactions involving Chinese companies. In this section, we analyse its impact on certain key aspects of mergers and...more

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Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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Updates to This Policy

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Contacting JD Supra

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