Expert or Arbitrator? — PE Pathways Podcast
Earn-Out Arrangements – Interview with David Lagasse, Member, Mintz Levin
A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals,...more
Artificial intelligence is revolutionizing life science R&D (particularly in the realm of drug discovery) and challenging the traditional "human inventorship" requirement for U.S. patents. Recent guidance from the USPTO...more
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
Our M&A team is honored to have represented clients in some of the most compelling transactions in 2024, from advising the iconic rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of all assets...more
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
Earnout provisions are common in life sciences and healthtech mergers and acquisitions, particularly when an acquired company may add significant value after closing. This can occur if the acquired business has a product in...more
Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more
Previously in our series, our team evaluated a number of important points that buyers should consider when embarking on a build-to-buy transaction to protect against downside scenarios in those collaboration arrangements....more
Increased use of earnouts is likely to facilitate M&A deals across sectors in Europe. Earnouts are increasingly common in European M&A. The growing prevalence of this contractual provision — in which additional...more
As we predicted in the previous edition of this report, 2021 turned out to be a very strong year indeed for US life sciences dealmaking, marked by high transaction values and volumes as the industry continued on its...more
Earlier this month, the ACC hosted an illuminating panel presentation on Life Sciences Litigation: A Look at Milestone Disputes & Recent Trends. Panelists included Lauri Mims and Jennifer Huber, both Partners at Keker Van...more
We keep a close eye on developing cases regarding earn-outs and contingent payment rights in light of the prevalent use of these arrangements in life sciences deals and their increasing use in non-life sciences deals. On...more
M&A deal terms will almost always vary based on the specific context of the transaction, including the deal price, structure and each party’s negotiating leverage. Although no amount of data can replace context-specific...more