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  • CLP Toxicology, Inc. v. Casla Bio Holdings LLC

    Publication Date: 2021-07-07
    Practice Area: Mergers and Acquisitions
    Industry: Health Care | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Chancellor Wallace
    Attorneys: For plaintiff: Christopher Viceconte, Gibbons P.C., Wilmington, DE; Anthony J. Rospert, Thomas M. Ritzert, Thompson Hine LLP, Cleveland, OH; Heather M. Hawkins, Thompson Hine LLP, Cincinnati, OH for plaintiff.
    for defendant: Peter B. Ladig, Elizabeth A. Powers, Bayard, P.A., Wilmington, DE; Jordan D. Weiss, Allison R. Klein, Goodwin Procter LLP, New York, NY for defendant.
    Case Number: D69454

    Breach of earnout payment contractual provision counterclaim was dismissed where contract required arbitration of disputes over calculation and payment, which claims of diversion of funds to avoid triggering payment obligations fell under.

  • CLP Toxicology, Inc. v. Casla Bio Holdings LLC

    Publication Date: 2020-09-02
    Practice Area: Mergers and Acquisitions
    Industry: Biotechnology
    Court: Court of Chancery
    Judge: Chancellor Wallace
    Attorneys: For plaintiff: Christopher Viceconte, Gibbons, P.C., Wilmington, DE; Anthony J. Rospert and Thomas M. Ritzert, Thompson Hine LLP, Cleveland, OH for plaintiff.
    for defendant: Peter B. Ladig and Elizabeth A. Powers, Bayard, P.A. Wilmington, DE; Jordan D. Weiss, Goodwin Procter LLP, New York, NY for defendants.
    Case Number: D69103

    Fraud claim arising from company purchase survived motion to dismiss where buyer could plead fraud arising from written misrepresentations in purchase agreement, which also contractually gave buyer the right to pursue intentional fraud claims that would necessarily arise from outside the contract.