Mergers, Merger Agreements, Contract Interpretation

The Importance of Drafting Precise Earnout Provisions in M&A Transactions

Jenner & Block on 4/22/2025

In spring 2019, Pacira Biosciences, Inc. (Pacira) acquired MyoScience, Inc. (MyoScience). At the time of the merger, MyoScience only had one product, called “iovera,” which is a handheld device used primarily for pain relief....more

English Court Rules On COVID-19 Material Adverse Effect In M&A Transaction

Goodwin on 10/22/2020

On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more

Merger Clause in a Patent License Agreement May Not Extinguish a Prior Covenant Not to Sue

Akin Gump Strauss Hauer & Feld LLP on 2/3/2020

The Federal Circuit recently affirmed a district court’s holding that a merger clause in a patent license settlement agreement did not extinguish a prior covenant not to sue on the same patent because the agreement did not...more

Contract Language Must Be Unambiguous For Chancery Court to Grant Dismissal As Matter of Law

K&L Gates LLP on 12/19/2018

In Fortis Advisors LLC v. Stora Enso AB letter opinion 180810, Stora Enso AB (the “Defendant”) filed a motion to dismiss the claims by Fortis Advisors LLC (the “Plaintiff”), alleging the merger agreement (the “Merger...more

Court of Chancery Explains Difference Between Experts and Arbitrators Under Delaware Law

Morris James LLP on 7/17/2018

Penton Business Media Holdings LLC v. Informa PLC, C.A. No. 2017-0847-JTL (Del. Ch. July 9, 2018) - This decision explains the difference between agreeing to have a dispute decided by an expert rather than an arbitrator. ...more

Court Gives Great Weight to Pre-Merger Negotiations in Interpreting an Ambiguous Contract

Morris James LLP on 4/6/2017

Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements...more