NEW: Fasken discusses the Ontario Superior Court of Justice’s decision in Fairstone Financial Holdings, Inc., et al. v. Duo Bank of Canada, No. 20-641857-00CL, opinion (Ont. Sup. Ct. J. Dec. 2, 2020), finding that the effects of the coronavirus pandemic did not constitute a Material Adverse Event / Effect under a merger agreement allowing an acquirer to avoid closing a merger in No, you MAE not: Ontario Court Rules that Duo Bank Cannot Rely on Material Adverse Event Clause to Avoid Closing Fairstone Deal.
Davies discusses the Ontario Superior Court of Justice’s decision in Fairstone Financial Holdings, Inc., et al. v. Duo Bank of Canada, No. 20-641857-00CL, opinion (Ont. Sup. Ct. J. Dec. 2, 2020), finding that the effects of the coronavirus pandemic did not constitute a Material Adverse Event / Effect under a merger agreement, that the target’s response to the pandemic did not breach its obligations to conduct business in the ordinary course, and ordering specific performance requiring the buyer to close on the merger in Buyer Beware: In Canada’s First COVID-19 “Busted Deal” Decision, Court Finds That Duo Bank Cannot Terminate Its Acquisition of Fairstone Financial.
Quinn Emanuel discusses legal and practical aspects of lawsuits involving termination of mergers based on the alleged existence of a Material Adverse Change / Material Adverse Event or failure of a target company to operate in the ordinary course of business as a result of the coronavirus pandemic, based on its experience as litigation counsel in several such actions — settled and pending — in the Delaware Court of Chancery in Report from the Front Lines: COVID-19 M&A Litigation in Delaware.
Deallawyers.com discusses recent decisions by the Delaware Court of Chancery finding plaintiffs effectively pled fraudulent inducement in business acquisitions, notwithstanding anti-reliance clauses, based on representations and warranties within the acquisition agreements in M&A Litigation: Contractual Fraud Claims Are The New Black.
Cooley discusses issues that the Delaware Court of Chancery has preliminarily addressed in merger termination lawsuits where the transactions require debt financing in Pandemic-Related Deal Litigation Highlights Buyer Leverage in Transactions Requiring Debt Financing.
Cooley discusses recent Delaware case law emphasizing the obligation of corporate directors and officers to keep a company board or special committee informed of material developments throughout a sale process, including after signing, in Renegotiating Deal Terms? Delaware Reminds Fiduciaries of Unremitting Duties.
Gibson Dunn provides a chart showing common M&A fact patterns and the standard of review likely to apply in such situations under Delaware law in Determining the Likely Standard of Review Applicable to Board Decisions in Delaware M&A Transactions.
Paul Weiss discusses recent decisions of the Delaware Court of Chancery addressing claims regarding M&As in Delaware M&A Quarterly.