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Five Keys to Analyzing a Material Adverse Effect
While parties to large purchase or merger transactions typically include material adverse effect (MAE) clauses in their agreements, there is little in the law for what establishes a “material adverse effect.” Parties to such transactions can find some guidance from the recent decision in 'Akorn v. Fresenius Kabi AG', which marked the first Delaware state court case to uphold a buyer's right to terminate a merger agreement on the basis of an MAE.
Spacecraft Builder Appeals Del. Ruling Upholding $4M Award in Contract Case
Moon Express said last week in court papers that it was challenging the Oct. 15 decision from U.S. Chief Judge Leonard P. Stark.
When Noncompete Agreements Involve Competing Laws
These days, it is common for companies headquartered or principally located in one city and state to have multiple offices and employees throughout many cities and states in the country, and even the world.
Bouchard Orders Holding Co. to Turn Over Tax Refunds From $93.5M Deal to Buy Egg Producer
The Delaware Court of Chancery on Monday ordered Post Holdings Inc. and its Delaware subsidiary to turn over nearly $1 million in funds stemming from the food suppliers' $93.5 million deal to buy National Pasteurized Eggs Inc. in 2016.
Del. Judge Upholds $4M Award Over Spacecraft Tech Contract
U.S. District Chief Judge Leonard P. Stark of the District of Delaware on Monday declined to roll back the Jan. 12 verdict, which awarded Intuitive Machines cash and equity in Moon Express Inc. as a result of Moon Express' failure to complete work on the software underpinning its project.
Law Journal Press | Digital Book
Pennsylvania Causes of Action, 12th Edition
Authors: GAETAN J. ALFANO, RONALD J. SHAFFER, JOSHUA C. COHAN
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Order Upheld Requiring Charney to Repay $19.5M in American Apparel Fight
The Delaware Supreme Court has affirmed a Delaware Court of Chancery ruling that required former American Apparel CEO Dov Charney to repay $19.5 million to a hedge fund in a dispute over money he owed from a failed fight to regain control of the company he helped to found.
Third Circuit Affirms Reversal of $275M Break-Up Fee in Del. Bankruptcy Case
The U.S. Court of Appeals for the Third Circuit on Thursday upheld a Delaware Bankruptcy Court's decision to block a Florida-based energy company from collecting a $275 million merger termination fee against the bankruptcy estates of Energy Future Holdings Corp. and a subsidiary.
Slights Slams 'Redundancy' of Bid to Toss Challenge to $1B Pipeline Deal
The Delaware Court of Chancery has rejected Enbridge Energy Partners' bid to dismiss a shareholder suit targeting a $1 billion pipeline buyback deal, in a ruling that criticized the defendants for remaking arguments that had already been rejected by the state Supreme Court.
Tribune Sues for $1B in Damages After Canceling Deal With Sinclair
The lawsuit filed by Debevoise & Plimpton targets Sinclair's "belligerent and unnecessarily protracted" negotiations with regulators.
Del. Supreme Court Upends $13.7M Insurance Judgment in Asbestos Suit
Texas ties to the contractual relationship between the company and insurer trumped the fact that Wisconsin was the site of exposure, the court said in a ruling focused on choice of law in corporatewide insurance policies.TRENDING STORIES
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