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The Paul, Weiss Litigation Department is led by a team of the country’s most accomplished trial lawyers. Our litigators in New York, San Francisco and Washington, D.C. handle the most complex and demanding lawsuits, class actions, government investigations, criminal prosecutions and restructurings. Our clients include Fortune 50 corporations and other prominent companies in the financial services, investment, medical device, pharmaceutical, sports, technology, energy, media and insurance industries. Every day, we are called on by chief executives, board chairs, general counsel, investors and entrepreneurs for our unmatched trial skills, sophisticated business judgment and renowned strategic advice.
Litigation partners Andrew Gordon and Jaren Janghorbani were named “Litigators of the Week” by The American Lawyer in recognition of their trial victory for Channel Medsystems in a high-stakes merger litigation in Delaware. Channel’s win means that Boston Scientific, which sought to evade its $275 million agreement to acquire Channel on grounds that a Material Adverse Event (MAE) had occurred, must now complete the deal.
In a Q&A, the two describe how they used Boston Scientific’s witnesses’ own depositions and written statements that surfaced during discovery against them at trial to demonstrate convincingly that no MAE occurred, and that, furthermore, Boston Scientific had breached its contractual obligations. The opinion for Channel, coming 14 months after the Chancery Court found the opposite in Akorn v. Fresenius, reflects “that each case stands on its unique facts,” Jaren said. “It is clear that termination of a merger under an MAE clause will still be a steep hill to climb, and the decisions together reflect that both targets and acquirers need to be sure to take their contractual obligations very seriously when faced with unexpected challenging circumstances.”