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Commercially Reasonable Efforts Buyers

Jones Day

Earnouts in M&A Transactions: Recent Decisions From Delaware

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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

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

Goodwin

Buyer (or Seller) Beware: Who Bears the Risk with Hotel Operating Covenants in a Pandemic?

Goodwin on

Following a dramatic pause starting last spring, the hotel purchase and sale market has begun to show signs of a rebound. A significant challenge to these sales, however, is the remaining uncertainty around the COVID-19...more

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