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Contract Terms Business Litigation Committee on Foreign Investment in the United States

Morris James LLP

Chancery Specifically Enforces “Hell or High Water” Provision To Close Merger

Morris James LLP on

Desktop Metal, Inc. v. Nano Dimension LTD. And Nano US I, Inc., C.A. No. 2024-1303-KSJM (Del. Ch. Mar. 24, 2025) - Merger agreements often include “reasonable-best-efforts” clauses, requiring one or more of the parties to...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Enforces Specific Performance and Forces Merger to Close

A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the...more

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