Mergers & Acquisitions Litigation
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Clients with major transactions routinely face shareholder and other litigation seeking to block or enforce a deal. As experienced and business-savvy litigators, we are able to fend off many such cases, often breaking new legal ground in the process.
Delaware Court of Chancery Permits Buyer to Terminate Merger Due to Target’s Failure to Operate in the Ordinary Course; But Finds No MAE Due to COVID-19
The court held that COVID-19 did not result in a material adverse effect because pandemics fall within the exception for “natural disasters and calamities.”
Currently, the impacts of the coronavirus (COVID-19) would not likely trigger the typical MAE termination right. However, this may change depending on the outbreak’s duration, disproportionate industry or company impacts and whether MAE provisions become more tailored to address this issue. In ongoing negotiations, careful consideration should be given to crafting MAE provisions in light of the outbreak.
Delaware Court of Chancery Clarifies When Minority, Rollover Stockholders Become Controllers in a Take-Private Transaction
The court held that two minority stockholders did not effectively become controllers of a company by rolling over their shares in a going-private merger with the company’s majority stockholder.
Paul, Weiss won a major trial victory for client Channel Medsystems in the first case since the Delaware Supreme Court’s landmark 2018 decision in Fresenius v. Akorn to evaluate whether a merger party was justified in terminating a merger agreement on Material Adverse Event (MAE) grounds.
Paul, Weiss secured a landmark victory for German healthcare group Fresenius SE & Co. when the Delaware Supreme Court affirmed that Fresenius was justified in canceling its $4.8 billion agreement to acquire Illinois-based Akorn, Inc.
Awards & Recognition
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.
Awards & Recognition
Paul, Weiss has been recognized with several awards as part of Benchmark Litigation’s annual United States awards program, with litigation partner Lew Clayton winning individual recognition as “General Commercial Attorney of the Year.”