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Acquisition Agreements Earn-Outs Commercially Reasonable Efforts

Jones Day

Earnouts in M&A Transactions: Recent Decisions From Delaware

Jones Day on

In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more

Troutman Pepper Locke

Chancery Addresses "Commercially Reasonable Efforts" Clauses in the Context of an Earnout Dispute

Troutman Pepper Locke on

In Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc., the Delaware Court of Chancery addressed an earnout dispute, holding that a buyer violated its contract with the seller by failing to use...more

Mayer Brown

Delaware Law Alert: Efforts Standards in Life-Sciences Earnout Provisions

Mayer Brown on

In two significant recent opinions, the Delaware Chancery Court ruled against the buyers of life sciences companies, holding that they failed to apply commercially reasonable efforts to achieve earnout milestones. In Fortis...more

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