22Dec
Delaware Court Nixes Deal Due to Seller’s Failure to Operate in “Ordinary Course” During COVID-19
The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE. Key Points: ..The Delaware Court of Chancery’s ruling illuminates how other courts may analyze pre-closing operational covenants following business disruptions due to the pandemic. ..The court reaffirmed the high bar to establish an MAE, holding that a carveout to an MAE definition need not expressly include...
By:
Latham & Watkins LLP
Related
Imagine the courage it must take to blow the whistle on unethical activity at your job. Whistleblowe...
Read More >
On Monday, September 21, 2020, the Federal Trade Commission (FTC) and Department of Justice (DOJ) jo...
Read More >
The outbreak of novel coronavirus 2019-nCoV ("Coronavirus") is an extraordinary challenge for many t...
Read More >
An “earnout” is a deal mechanism used in a merger and acquisition transaction (“M&A Transaction”...
Read More >
Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Adminis...
Read More >
In the wake of its Boeing decision, the National Labor Relations Board continues to analyze various ...
Read More >