We use cookies to customise content for your subscription and for analytics.
If you continue to browse Lexology, we will assume that you are happy to receive all our cookies. For further information please read our Cookie Policy.
In cooperation with Association of Corporate Counsel
  Request new password

Search results

Order by most recent / most popular / relevance

Results: 1-10 of 30

Hexion v. Huntsman: MAC-out and lessons in satisfying closing conditions

  • McDermott Will & Emery
  • -
  • USA
  • -
  • October 9 2008

The recent Hexion v. Huntsman decision by the Delaware Court of Chancery addresses several significant issues that companies and their counsel should take into account when drafting transaction agreements

Important Ninth Circuit decision narrowly interprets survival clause

  • McDermott Will & Emery
  • -
  • USA
  • -
  • October 31 2008

Parties to acquisition agreements typically agree to limit the survival of certain or all of the representations and warranties made in the agreement to a period shorter than the applicable jurisdiction’s statute of limitations

Stapled financingrisk and reward

  • McDermott Will & Emery
  • -
  • USA
  • -
  • October 31 2007

Especially in light of the tightening credit conditions for leveraged buyouts, stapled financing remains an attractive technique to mitigate financing uncertainties in today’s market

Court finds disclosed information relating to fairness opinion sufficient

  • McDermott Will & Emery
  • -
  • USA
  • -
  • October 31 2007

In In re CheckFree Corp. Shareholders Litigation, Consol. C.A. No. 3193 CC (Del. Ch. Nov. 1, 2007), Chancellor Chandler of the Delaware Court of Chancery held that CheckFree Corporation was not required to disclose all of the data underlying the fairness opinion included in its definitive proxy statement

Drafting material adverse change clauses in light of Delaware case law

  • McDermott Will & Emery
  • -
  • USA
  • -
  • December 31 2007

Merger and acquisition contracts typically feature a material adverse change or material adverse affect (together, MAC) clause, which gives the buyer the right to pull out of the deal or renegotiate the terms in the event of an unforeseen material adverse business or economic change affecting the target company or its assets between the execution of the definitive acquisition agreement and the closing of the transaction

Cases may expand on U.S. material adverse change standard

  • McDermott Will & Emery
  • -
  • USA
  • -
  • December 31 2007

An often troubling aspect of merger or acquisition agreements is that the buyer will usually not actually buy the enterprise in question until several weeks, if not months, after the purchase price has been negotiated and agreed upon

Illinois circuit court reinforces Seventh Circuit’s limitation on financial advisors’ liability under fairness opinions

  • McDermott Will & Emery
  • -
  • USA
  • -
  • January 28 2009

Three recent decisions, taken together, offer valuable guidance to financial advisors for avoiding liability when issuing financial opinions

Illinois Circuit Court reinforces on financial advisors’ liability under fairness opinions

  • McDermott Will & Emery
  • -
  • USA
  • -
  • February 28 2009

Three recent decisions, taken together, offer valuable guidance to financial advisors for avoiding liability when issuing financial opinions

American Airlines, US Airways merger faces additional challenges

  • McDermott Will & Emery
  • -
  • USA
  • -
  • July 8 2013

Last week, the proposed merger of American Airlines and US Airways faced additional scrutiny when nineteen states joined the U.S. Department of

Private equity firms face potential liability under plant closing laws

  • McDermott Will & Emery
  • -
  • USA
  • -
  • April 9 2014

View the full issue (PDF) IN THIS ISSUE Private Equity Firms Face Potential Liability Under Plant Closing Laws Incentivising Management Across the