In recent years, courts in Ontario have struggled with the answer to this question, and we direct you to our earlier blog, Requisitioning the Closure of Open Building Permits, on the subject that considered the 2022 case Chan...more
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be...more
California Assembly Bill 3129 (“AB 3129”) would have targeted private equity and hedge fund investment in health care entities specifically. It would have required private equity and hedge fund groups to provide 90 days...more
The Committee on Foreign Investment in the US (CFIUS) is an interagency organization that identifies commercial transactions that raise US national security considerations when there is significant foreign ownership of US...more
Since the Delaware Court of Chancery’s January 2022 decision in In re MultiPlan Corp. Stockholders Litigation,1 plaintiffs in Delaware had enjoyed a long and unbroken string of motion to dismiss victories in suits alleging...more
Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more
Feeding local opinion counsel a full plate of information early in the engagement will help local opinion counsel take some of the heat off of borrower’s lead counsel during the typical hurry-up-and-wait process of getting...more
Traduction en cours. Can the buyer in a M&A transaction who takes possession of the seller’s or target company’s privileged communications on closing use those communications in a post-closing dispute against the seller?...more
Foreign investors in Canadian businesses are set to face tougher national security review provisions under the Investment Canada Act (the ICA). Canada’s Minister of Innovation, Science, and Industry proposed sweeping...more
The Canadian government has proposed legislation to update and reinforce its national security review process under the Investment Canada Act (ICA). The proposed changes contained in Bill C-34, National Security Review of...more
In the wake of the wave of special purpose acquisition company (SPAC) deal activity in recent years, SPAC-related litigation is on the rise, particularly in Delaware. ...more
As failed commercial property deals go, the one at the heart of Miriam Equities, LLC v. LB-UBS-2007-C2 Millstream Road LLC, 2022 NCBC 3, was not outside the norm for a Business Court transaction autopsy. There was a missed...more
In Re GGP, Inc. Stockholder Litigation arose out of a case where Brookfield Property Partners, L.P. and its affiliates acquired GGP. The merger agreement provided upon approval of a majority of the GGP stock unaffiliated...more
In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery (the “Court”) in an unpublished opinion analyzed whether the asset purchase agreement included the sale to the buyer of the...more
When approaching a potential new M&A transaction in the face of the volatility and unpredictability created by COVID-19, dealmakers should consider a range of topics in order to determine how to best protect their interests...more
There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more
Earlier this week, Atlassian published its form acquisition letter of intent under the banner of The M&A Process is Broken: It’s outdated, inefficient and combative. ...more
The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 fashioned a powerful defense in post-closing money damages cases for boards of directors by finding that business judgment deference applies...more