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Contract Terms › National Security › Breach of Contract

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

Paul Hastings LLP

A Victory for Deal Certainty: Reasonable Best Efforts Covenants Should be Taken Seriously

Paul Hastings LLP on

The recent decision of the Delaware Court of Chancery in Desktop Metal, Inc. v. Nano Dimension Ltd. and Nano USI I, Inc. provides valuable lessons for both sellers and buyers on deal certainty and reasonable best efforts...more

Sheppard Mullin Richter & Hampton LLP

Closing Time: Hell, High Water, and Insights from the Delaware Chancery Court Decision in Desktop Metal v. Nano Dimension

Sheppard Mullin Richter & Hampton LLP on

Cross-border M&A deals frequently present unique issues and strategic closing considerations for transaction parties to navigate—including national security approvals. In a recent Delaware Chancery Court decision, these...more

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