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.
Representing a special committee of the board of QAD Inc., Paul, Weiss fended off a stockholder’s preliminary injunction motion seeking to block a shareholder vote on QAD’s $2 billion merger with private equity firm Thoma Bravo.
Paul, Weiss won a victory for Goldman Sachs at the Delaware Court of Chancery, when Vice Chancellor Joseph R. Slights III dismissed a claim that Goldman aided and abetted breaches of fiduciary duty in its role as a financial advisor to Genomic Health, Inc.
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2021.
- Securities Litigation
- Financial Institutions
- Mergers & Acquisitions Litigation
- White Collar & Regulatory Defense
- Mergers & Acquisitions
- Capital Markets
- Susanna M. Buergel
- Jessica S. Carey
- Geoffrey R. Chepiga
- Lewis R. Clayton
- Andrew J. Ehrlich
- Brad S. Karp
- Daniel J. Kramer
- Gregory F. Laufer
- Raphael M. Russo
- Audra J. Soloway
- Daniel S. Sinnreich
- Michael E. Donohue
The explosive growth in Special Purpose Acquisition Companies (SPACs) is starting to generate significant amounts of litigation. In this alert, we survey notable SPAC litigation trends and recommend what SPAC sponsors, directors and officers can do preemptively to minimize litigation exposure.
Paul, Weiss won the dismissal of a claim that our client, Citigroup, aided and abetted alleged breaches of fiduciary duty in its role as a financial advisor to Tesaro, an oncology-focused biopharmaceutical company.
The Delaware Court of Chancery recently held that a dramatic 50+% reduction in the Medicare reimbursement rate for a target company’s sole product did not constitute a “Material Adverse Effect” (MAE) under the merger agreement. The court held, among other things, that the buyer failed to show that any material adverse effect on the target was “durationally significant” and that such effects did not constitute an MAE as defined in the agreement because of the specifics of the MAE definition.
Paul, Weiss secured a resounding victory for Symbiont.io, Inc. in its lawsuit against Ipreo Holdings, LLC, IHS Markit Ltd. and certain of their affiliates in the Delaware Court of Chancery.
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.
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.