The Delaware Court of Chancery, in AB Stable VIII, LLC v. MAPS Hotel and Resorts One, LLC, et al., C.A. No. 2020-0310-JTL, memo. op. (Del. Ch. Nov. 30, 2020), found that the seller of multiple hotel properties pursuant to a Sale and Purchase Agreement made extensive changes to its business, including employee layoffs and closures of facilities, in response to the coronavirus pandemic, that constituted failure to comply with a condition under the Agreement that business be “conducted in the ordinary course of business,” and allowed the buyer to terminate the Agreement.

NEW:  Morris James discusses the decision in Chancery Declines to Order Specific Performance of $5.8 Billion Luxury Hotel Deal Scuttled by COVID-19 Changes to Hotel Business Operations.

Quinn Emanuel discusses the decision in Ordinary Course in Extraordinary Times.

Latham & Watkins discusses the decision in Delaware Court Nixes Deal Due to Seller’s Failure to Operate in “Ordinary Course” During COVID-19.

Cooley discusses the decision in Delaware Puts the Conduct of Business Covenant on Center Stage in COVID-Related M&A Dispute.

Fried Frank discusses the decision in First COVID-19 M&A Decision: Target’s Pandemic Responses Breached the Ordinary Course Covenant.

Olshan Frome Wolosky discusses the decision in Delaware Chancery Court Provides Important Guidance on COVID-19’s Impact on a Buyer’s Obligation to Close.

Akin Gump discusses the decision in Delaware Court of Chancery Issues Precedential Decision Addressing the Impact of COVID-19 on M&A Transaction, Finding Violation of Ordinary Course Covenant but No Material Adverse Effect.

Cooley discusses the decision in Delaware Puts the Conduct of Business Covenant on Center Stage in COVID-Related M&A Dispute.

Paul Hastings discusses the decision in Delaware Court of Chancery Concludes Response to COVID-19 Pandemic Breached Ordinary Course Covenant.

Dorsey & Whitney discusses the decision in Chancery Opinion Provides First Delaware Court Guidance on COVID-19’s Impact on MAE Provisions and Ordinary Court Course Covenants.

Mayer Brown discusses the decision in Ordinary Course of Business in the Shadow of the Pandemic: Delaware Court Rules That Measures Resulted in Breach of Covenant.

Wilson Sonsini discusses the decision in Delaware Court of Chancery Addresses Effects of Pandemic on Material Adverse Effect Provision and Ordinary Course Covenants in Busted Deal Case.

Jones Day discusses the decision in Delaware Court of Chancery Provides First Guidance on COVID-19 Broken Deal Issues.

Paul Weiss discusses the decision in 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.

Fried Frank discusses the decision in First COVID-19 M&A Decision: Target’s Pandemic Responses Breached the Ordinary Course Covenant–AB Stable.

Shearman & Sterling discusses the decision in Delaware Court of Chancery Rules Inadequate Disclosure and Pandemic-Driven Changes to Hotel Operations Breached Covenants and Excused Closing.

Dechert discusses the decision in Delaware Court of Chancery Issues Major Decision on COVID-Related Issues in M&A Deals, Allows Buyer to Terminate Agreement for Breach of Operating Covenant.

Troutman Pepper discusses the decision in Changes to Target’s Business Prompted by COVID-19 Pandemic Breached Ordinary Course Covenant, Permitting Buyer to Escape Deal.

$$$ Delaware Business Court Insider discusses the decision in Delaware Hotel Case Is First to Find Impact of COVID-19 Pandemic Can Void Sales.

Reuters’ Alison Frankel discusses the decision in Delaware judge excoriates Gibson Dunn in Anbang/Miraebusted deal ruling.

Reuters discusses the decision in Mirae Asset wins U.S. lawsuit against China’s Anbang on scrapped $5.8 billion hotel deal.