In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more
4/20/2022
/ Acquisition Agreements ,
Asset Purchase Agreements ,
Breach of Contract ,
Buyers ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Delaware ,
Fraudulent Inducement ,
Indemnification ,
Representations and Warranties ,
Sandbagging ,
Sellers
United States Senator Elizabeth Warren (D-Mass.) and United States Representative Mondaire Jones (D-N.Y.) on March 16, 2022 introduced the Prohibiting Anticompetitive Mergers Act (the “Act”) to ban what they’ve called “the...more
4/19/2022
/ Anti-Competitive ,
Anticompetitive Behavior ,
Antitrust Provisions ,
Competition ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Merger Controls ,
Proposed Legislation ,
Regulatory Agenda ,
Regulatory Reform
The recently filed complaint in Franchi v. Multiplan Corp., et al. is one to watch because it alleges breach of fiduciary duties by the directors and controlling shareholders of Churchill Capital Corp. III (Company), a...more
Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic....more