Month: October 2024
Learning Old Lessons From Recent Life Sciences Earnout Disputes: Above All Else, Words Matter
There’s an old saying – “Sticks and stones may break my bones, but words will never hurt me.” While this mantra may help bruised egos on the playground, it’s of no use in M&A disputes. Three recent Delaware Court of Chancery rulings on earnout disputes demonstrate that the contractual post-closing […]
Key Considerations as FTC, DOJ Significantly Change HSR Premerger Notification Requirements
On October 10, 2024, the Federal Trade Commission (FTC) announced a unanimous 5-0 vote to finalize changes to the Hart-Scott-Rodino (HSR) premerger notification program, including changes to the HSR form and associated instructions, with the Department of Justice (DOJ) concurring with the final rule. Under the HSR Act, parties to transactions are […]
Diving Into Delaware’s Enforcement of Specific Performance in M&A Transactions
Most M&A agreements include specific performance provisions that allow either party, under certain circumstances, to seek to have a court force the other party to comply with its contractual obligations. In M&A deals, a specific performance dispute often goes to the very heart of the deal – a buyer no […]