News & Analysis as of

Shareholders Contract Disputes

Jenner & Block

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

Jenner & Block on

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

A&O Shearman

Earnout submissions challenged

A&O Shearman on

The High Court has ruled that earn-out calculations, emailed by the buyer to the sellers in relation to a share sale, were not validly communicated. Earnout calculations and notice provisions - Under an earnout provision...more

Cadwalader, Wickersham & Taft LLP

To Pay, or Not to Pay, the Co-op’s Attorneys’ Fees; That is the Question

On January 28, 2025, the New York Appellate Division, First Department refused to enforce a contractual provision that required a tenant-shareholder to pay a co-op’s attorneys’ fees in all lawsuits that the tenant-shareholder...more

Morris James LLP

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Morris James LLP on

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

Farrell Fritz, P.C.

New Year, New Law – New Opacity – for LLC Owner Disputes

Farrell Fritz, P.C. on

New York’s appellate courts are breaking new ground in 2025. Until a month ago, I would have said that “deadlock” most certainly is not enough on its own to dissolve a New York LLC....more

BCLP

Litigation Trends for 2025: What Will This Year Hold for Business and Commercial Disputes?

BCLP on

We explore the trends for Business and Commercial Disputes in the UK, US and France/EU in 2025. Here's what you should know...more

White & Case LLP

2024 Half-year in review – M&A legal and market developments

White & Case LLP on

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

Cornerstone Research

Estimating Counterfactual Prices in Energy Markets

Cornerstone Research on

The use of factual/counterfactual comparisons—that is, estimating the difference between what actually happened and what would have happened absent an event—is a fundamental tool in the economists’ work box in the context of...more

A&O Shearman

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

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The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

Vinson & Elkins LLP

The Transition To Renewable Energy Will Fuel New Disputes In The Energy Industry

Vinson & Elkins LLP on

Interest in renewable energy has risen sharply in recent years. More than ever, companies are investing in technology and businesses for solar, wind, hydrogen/carbon capture, and renewable fuels/biomass. Private equity...more

Dorsey & Whitney LLP

Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders

Dorsey & Whitney LLP on

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v....more

Farrell Fritz, P.C.

Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest

Farrell Fritz, P.C. on

The dog days of August are upon us, a perfect time as I do each year to offer vacationing readers some lighter fare consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

Morris James LLP

Violation of Corporate Charter: Breach of Contract, Fiduciary Duties or Both

Morris James LLP on

When a company takes action through its board in violation of its certificate of incorporation, may a plaintiff stockholder bring suit against the company directly for breach of its certificate—the most important of corporate...more

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