News & Analysis as of

Breach of Contract › Mergers › Damages

Morris James LLP

Chancery Holds Acquirer Cannot Offset Cost Savings from Failure to Enter Settlement Agreement Against Indemnification Damages

Morris James LLP on

ITG Brands, LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Mar. 3, 2025) - In this case, the Delaware Court of Chancery had previously held that, under the parties’ acquisition agreement, the...more

Hogan Lovells

Sudden breach of a contract and liability: key takeaways from the Altarea’s court decision (TAE Feb. 4, 2025, no. J2024000206)

Hogan Lovells on

A out of the ordinary case: a breach of contract for the sale of a business (rather than the breakdown of negotiations), and more specifically for the transfer of control of the Primonial Group. Back in March 2022, the...more

Goodwin

Delaware Court Awards More Than $180 Million for Breach of Commercially Reasonable Efforts Obligation in Drug Development...

Goodwin on

On June 11, 2025, the Delaware Court of Chancery found Alexion Pharmaceuticals liable for more than $180 million in damages to former stockholders of Syntimmune, Inc., following the Court’s September 2024 ruling that Alexion...more

WilmerHale

Use of Software by Divested Business After Spinout Brings $80,000,000 Lawsuit

WilmerHale on

As more companies seek to spin out non-core businesses and the market for carve out divestitures heats up, counsel representing potential buyers and sellers should be prepared to identify and mitigate key risks that may arise...more

Vinson & Elkins LLP

Series of Delaware Court of Chancery Decisions Highlights Importance of Earnout Drafting

Vinson & Elkins LLP on

In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more

Foley & Lardner LLP

Significant Recent Decisions Relevant To Private Company M&A

Foley & Lardner LLP on

In navigating the complex world of private company mergers and acquisitions (M&A), understanding recent legal decisions is paramount. This white paper serves as a guide, distilling intricate court rulings into digestible...more

White & Case LLP

The Delaware General Assembly to the Rescue: Proposed Legislative Fixes to Uncertainty Created by Three Significant Delaware...

White & Case LLP on

Summary - On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more

Morris James LLP

Chancery Finds Prospective Purchaser May Pursue Breach Claims Against Target Despite Termination Fee Payment

Morris James LLP on

Genuine Parts Company v. Essendant Inc., C.A. No. 2018-0730-JRS (Del. Ch. Sept. 9, 2019). Termination fee provisions are commonplace buy-side protection in M&A transactions intended to recoup a failed prospective...more

A&O Shearman

Delaware Court Of Chancery Denies Motion To Dismiss Merger Agreement Breach Claims Even Though Defendant Paid The Contractual...

A&O Shearman on

On September 9, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied Essendant Inc.’s motion to dismiss an action for breach of a merger agreement brought by Genuine Parts Company...more

9 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide