Mergers & Acquisitions Litigation
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.
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.
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.”
Delaware Supreme Court Clarifies That Plaintiffs Must Plead a Non-Exculpated Claim of Breach of Fiduciary Duty to Survive Motion to Dismiss, Even Where Entire Fairness Applies
Last week, the Delaware Supreme Court cleared up a confused area of the law and held that in a stockholder suit challenging an acquisition by a controlling stockholder, a plaintiff seeking monetary damages from independent directors who negotiated and approved the merger must allege with specificity that each director protected by an exculpatory charter provision breached their duty of loyalty or good faith, even where Delaware's stringent entire fairness standard of review applies to the court's evaluation of the transaction.
Paul, Weiss Successfully Settles Dispute Between EDF and Exelon Corporation in Regulatory Proceedings Before Maryland Public Service Commission
Paul, Weiss client Electricite de France S.A., (EDF), the largest nuclear energy company in the world, announced today that it reached a settlement with Exelon Corporation and Constellation Energy Group in a regulatory proceeding before the Maryland Public Service Commission (PSC) involving the proposed $8 billion merger of Exelon and Constellation. Paul, Weiss represented EDF in the hearings before the Public Service Commission, as well as in the settlement negotiations.